Unlimit UK Ltd

	Page
Strategic Report	1
Directors' Report	2—3
Independent Auditor's Report	4—7
Profit and Loss Account	8
Statement of Comprehensive Income	9
Balance Sheet	10
Statement of Changes in Equity	11
Notes to the Financial Statements	12—18

The directors present their strategic report for the year ended 31 December 2024.

Review of the Business

This is the first year in which the company has generated revenue from acquiring services representing commissions earned from processing card transactions, settlement services and related acquiring operations.

The turnover during the year was £1.9m with company's total assets amounting to £8.8m with sufficient liquidity demonstrated as company has maintained cash and cash equivalent balance of £6.5m. The increased turnover and assets is as a result of growth achieved by the company and through securing new customer contracts.

Principal Risks and Uncertainties

The Company is part of a group headed by Unlimit Holding EU Limited , registered in Cyprus. Principal risks and uncertainties relevant to the consolidated group are disclosed in the group’s strategic report. The directors consider these risks to be broadly representative of those faced by the Company.

In addition to risks disclosed in the group’s consolidated report, the Company faces specific risks as an FCA-authorised Electronic Money Institution, including safeguarding compliance, regulatory compliance i.e adherence to payment Services Regulations 2017 and evolving FCA expections,settlement liquidity to manage timely settlement of e-commerce transactions and maintaining adequate liquidity buffers. These risks are monitored regularly by the UK management team to ensure operational resilience and ongoing compliance with FCA regulations.

Future Developments

The Board of Directors continuously evaluates regulatory changes and maintains an open communication with the regulators. The Board of Directors does not expect any significant changes or developments in the operations, financial position, and performance of the Company in the foreseeable future.

Section 172(1) Statement

The Company is part of a group headed by Unlimit Holding EU Limited, registered in Cyprus. While certain strategic decisions are made at group level, the UK directors have acted in accordance with Section 172(1) of the Companies Act 2006, having regard to the long-term success of the Company and the interests of its stakeholders.

The directors of the company have acted in good faith to promote the success of the company for the benefit of its members as a whole, in accordance with Section 172(1) of the Companies Act 2006. In doing so, they have had regard to:

- The likely long-term consequences of decisions, particularly in relation to strategic investments in acquiring services and payment infrastructure.

- The interests of employees and contractors, including those supporting compliance, technology, and client onboarding.

- The need to foster business relationships with merchants, payment partners, and regulatory bodies such as the Financial Conduct Authority.

- The impact of operations on the community and environment, including data protection, financial inclusion, and responsible innovation.

- The desirability of maintaining a reputation for high standards of business conduct, especially in regulated financial services.

- The need to act fairly between members of the company.

The directors regularly review stakeholder feedback, regulatory developments, and operational performance to ensure that decisions align with the company’s strategic objectives and regulatory obligations as an authorised Electronic Money Instituion.

On behalf of the board

Igor Popovich

Director

29 September 2025

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Unlimit UK Ltd

Company No. 14173267

Directors' Report For The Year Ended 31 December 2024

Directors' Report

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

Principal Activity

The principal activity of the company is to act as a regulated financial instituiton responsible for acquiring and settlement of e-commerce transactions to its merchants. The Company is authorised and regulated by the Financial Conduct Authority (FCA) under the Payment Services Regulations 2017 for the provision of payment services. (FRN : 978706). The company is registered with FCA as an "Authorised Electronic Money Institution".

The company is a wholly owned subsidiary of Unlimit Holding EU Limited based in Cyprus. The Group is actively engaged in financial, technology and ancillary businesses across the globe. The core focus of the Group includes the provision and facilitation of payment and ancillary services, the operation of accounts of various purposes, the issuing of payment instruments, the acquiring of payment instruments and transactions, and the development of financial technology related software and infrastructure.

Directors

The directors who held office during the year were as follows:

Dmytro Disskiy	Appointed	05/12/2024
Igor Popovich
Jovi Overo	Resigned	04/12/2024
Evdokia Christoforou

Streamlined Energy and Carbon Reporting

The company consumed less than 40,000 kWh of energy during the reporting period and is therefore exempt from the detailed energy and carbon reporting requirements under the SECR regulations.

Matters covered in the Strategic Report

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

Statement of Directors' Responsibilities

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law the 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 the financial statements the directors are required to:

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

The 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 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.

Statement of Disclosure of Information to Auditors

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

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

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Unlimit UK Ltd

Directors' Report (continued)

For The Year Ended 31 December 2024

Independent Auditors

The auditors, The Corporate Practice Limited, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

Igor Popovich

Director

29 September 2025

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Independent Auditor's Report

to the Members of

Unlimit UK Ltd

Independent Auditor's Report

Opinion

We have audited the financial statements of Unlimit UK Ltd for the year ended 31 December 2024 which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes of Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the 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 Auditor's 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions Relating to Going Concern

In auditing the financial statements, we have concluded that the 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 entity's ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue.

In our evaluation of the directors' conclusion, we considered the risks associated with the company's business model, including effects arising from macro-economic uncertainties such as geopolitical issues, and analysed the reasonableness of the estimate and disclosures made by directors' and how those risks might affect the company's financial resources or ability to continue operations over the period of at least twelve months from the date when the financial statements are authorised for issue. In accordance with the above, we have nothing to report in these respects.

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

Other Information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The 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. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on Other Matters Prescribed by the Companies Act 2006

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

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

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Independent Auditor's Report (continued)

to the Members of

Unlimit UK Ltd

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 or 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 2—3, 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.

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Independent Auditor's Report (continued)

to the Members of

Unlimit UK Ltd

Auditor's Responsibilities for the Audit of the Financial Statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with those charged with the governance of the Company. Our approach was as follows:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud.

We focused on laws and regulations that could give rise to a material misstatement in the financial statements, including, but not limited to, financial reporting legislation, the Companies Act 2006, Health & Safety, Fire & Safety, regulatory compliance with FCA and Payment services regulations, UK pensions and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. For both direct and other laws and regulations, our procedures involved: making enquiries of the directors of the Company for their awareness of any noncompliance with laws or regulations, inquiring about the policies that have been established to prevent non-compliance with laws and regulations by officers and employees, review of submissions with FCA and assessing whether any non-compliance with FCA was noted.

As such the Senior Statutory Auditor considered the experience and expertise of the engagement team to ensure that the team had the appropriate competence and capabilities, which included the use of specialists where appropriate.

Enquiries with the management concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.
We evaluated the overall presentation, structure and content of the financial statements including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achives fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

We further evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls),and determined that the principal risks were related to recognition of revenue through inappropriate journal entries being posted, the timing of revenue recognition (cut-off) and recognition of revenue as principal.

We considered the risk of fraud in revenue recognition, especially in relation to the principal versus agent assessment, which is a key area of judgement for the business. Our procedures included critically evaluating management’s assessment of whether the company acts as principal or agent in its contractual arrangements with merchants and customers, and whether revenue is recognised on a gross or net basis accordingly.

We addressed the risk of management override of internal controls through testing journals, in particular any entries posted with unusual account combinations. We tested a sample of transactions around year-end and post year end, and testing to supporting documentation to establish the timing of revenue recognition.

While our audit procedures were designed to provide reasonable assurance, they do not guarantee the detection of all irregularities, including fraud.

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

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Independent Auditor's Report (continued)

to the Members of

Unlimit UK Ltd

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 that we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Devender Arora, FCA (Senior Statutory Auditor)

for and on behalf of The Corporate Practice Limited , Statutory Auditor

29 September 2025

The Corporate Practice Limited

Chartered Accountants and Statutory Auditors

65 Delamere Road

Hayes

Middlesex

UB4 0NN

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Unlimit UK Ltd

Profit and Loss Account

For The Year Ended 31 December 2024

Profit and Loss Account

		2024	2023
	Notes	£	£
TURNOVER	3	1,938,342	-
Cost of sales		(1,243,735 )	-

GROSS PROFIT		694,607	-

Administrative expenses		(3,153,256 )	(339,634 )
Other operating expenses		-	(1,553 )

OPERATING LOSS	4	(2,458,649 )	(341,187 )
Other interest receivable and similar income		18,165	461

LOSS BEFORE TAXATION		(2,440,484 )	(340,726 )
Tax on Loss		-	-

LOSS AFTER TAXATION BEING LOSS FOR THE FINANCIAL YEAR		(2,440,484 )	(340,726 )

The notes on pages 12 to 18 form part of these financial statements.

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Unlimit UK Ltd

Statement of Comprehensive Income

For The Year Ended 31 December 2024

Statement of Comprehensive Income

	2024	2023
	£	£
LOSS FOR THE FINANCIAL YEAR	(2,440,484 )	(340,726 )
OTHER COMPREHENSIVE INCOME FOR THE YEAR	-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR	(2,440,484 )	(340,726 )

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Unlimit UK Ltd

Balance Sheet

As At 31 December 2024

Balance Sheet

Registered number: 14173267

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	9		572,909		654,933

			572,909		654,933
CURRENT ASSETS
Debtors	10	712,636		2,003,066
Cash at bank and in hand		6,535,119		64,041

		7,247,755		2,067,107
Creditors: Amounts Falling Due Within One Year	11	(7,398,594 )		(576,626 )

NET CURRENT ASSETS (LIABILITIES)			(150,839 )		1,490,481

TOTAL ASSETS LESS CURRENT LIABILITIES			422,070		2,145,414

NET ASSETS			422,070		2,145,414

CAPITAL AND RESERVES
Called up share capital	12		2,715,000		2,500,000
Other reserves			502,140		-
Profit and Loss Account			(2,795,070 )		(354,586 )

SHAREHOLDERS' FUNDS			422,070		2,145,414

On behalf of the board

Igor Popovich

Director

29 September 2025

The notes on pages 12 to 18 form part of these financial statements.

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Unlimit UK Ltd

Statement of Changes in Equity

For The Year Ended 31 December 2024

Statement of Changes in Equity

	Share Capital	Other reserves	Profit and Loss Account	Total
	£	£	£	£
As at 1 January 2023	500,000	-	(13,860 )	486,140
Loss for the year and total comprehensive income	-	-	(340,726 )	(340,726)

Arising on shares issued during the period	2,000,000	-	-	2,000,000

As at 31 December 2023 and 1 January 2024	2,500,000	-	(354,586 )	2,145,414


Loss for the year and total comprehensive income	-	-	(2,440,484 )	(2,440,484)

Arising on shares issued during the period	215,000	-	-	215,000
Shareholder contribution	-	502,140	-	502,140

As at 31 December 2024	2,715,000	502,140	(2,795,070 )	422,070

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Unlimit UK Ltd

Notes to the Financial Statements

For The Year Ended 31 December 2024

Notes to the Financial Statements

1. General Information

Unlimit UK Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 14173267 . The registered office is 2 Seething Lane, 7th Floor, London, EC3N 4AT.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Financial Reporting Standard 102 - Reduced Disclosure Exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" as the Company's parent undertaking, Unlimit Holding EU Ltd., a company incorporated and registered in Cyprus, includes the company in its consolidated financial statements.

The results of the Company are consolidated in the consolidated financial statements of its parent entity whose registered office is at 125, Georgiou Griva Digeni, CY-3101, Limassol, Cyprus.

the requirements of Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17 (d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

2.3. Going Concern Disclosure

The directors have not identified any material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern.

In making this assessment, the Directors have considered the company’s financial position, future operational performance, and the principal risks and uncertainties facing the business. The directors are satisified that the company has adequate resources to continue in operational existence for the foreseeable future.

The Directors have also considered broader economic environment, including inflationary pressures and market dynamics, the external factors such as geopolitical tensions (including the Russia–Ukraine conflict), evolving US and international trade regulations, competitive pressures in the financial services sector, and the rapid development of AI technologies. Despite these uncertainties, the company remains cash-generative, with no reliance on external funding.

In addition, the ultimate parent company have undertaken to provide any financial support if needed to cover any deficiency in equity and any liquidity requirements that may arise to cover its liabilities, as and when they fall due, to enable it to continue trading for a minimum of twelve months from the date on which its financial statements for the year ended 31 December 2024 are approved by the Board of Directors.

Accordingly, the financial statements have been prepared on a going concern basis, and no material uncertainties have been identified that would cast significant doubt on the company’s ability to continue as a going concern.

2.4. Significant judgements and estimations

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Company’s accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Management makes certain judgements, apart from those involving estimations, in the process of applying the accounting policies. Judgements that have the most significant effect on the amounts

recognised in the financial statements and estimates that can cause a significant adjustment to the carrying amount of assets and liabilities within the next financial year are discussed below:

Principal versus agent considerations

When more than one party is involved in providing goods or services to a customer, an entity must determine whether it is a principal or an agent in these transactions by evaluating the nature of its promise to the customer. An entity is a principal (and, therefore, records revenue on a gross basis) if it controls a

promised good or service before transferring that good or service to the customer. An entity is an agent if its role is to arrange for another entity to provide the goods or services. Because it is not always clear whether an entity controls a specified good or service in some contracts (e.g., those involving intangible

goods and/or services), the standard also provides indicators of when an entity may control the specified good or service as follows:

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Unlimit UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.4. Significant judgements and estimations - continued

The entity is primarily responsible for fulfilling the promise to provide the specified good or service
The entity has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer (e.g., if the customer has a right of return)
The entity has discretion in establishing the price for the specified good or service

The Company considered all of the above and has concluded that it is acting as a principal in the provision of payment processing services, electronic money services and acquiring/issuing of payment instruments, and consequently the gross amount of consideration received or receivable is recognised in the statement of comprehensive income within “ commission income” and the respective consideration paid or payable with respect to payment card scheme fees and interchange fees is recognised within “processing fees & interchange fees”.

2.5. Turnover

Revenue earned by the Company is recognised in the following basis:

Fee and commission income and expense

Turnover comprises fees and commissions earned from processing card transactions, settlement services, and related acquiring operations. Revenue is recognised net of value added tax (VAT) and is measured at the fair value of consideration received or receivable, typically at the point of transaction authorisation or settlement.

2.6. Tangible Fixed Assets and Depreciation

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.

Depreciation is provided on the following basis:

Plant & Machinery	10%
Fixtures & Fittings	10%

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.

2.7. Cash and Cash Equivalents

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

2.8. Financial Instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and the company does not have any Other Financial Instruments as covered by Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

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Unlimit UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.8. Financial Instruments - continued

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

2.9. 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.

2.10. 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.

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Unlimit UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.10. Taxation - continued

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.

2.11. 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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

2.12. Shareholder's contribution reserve

This relates to capital introduced by the Company’s shareholder other than for the issue of shares by the Company in his capacity as equity owner of the Company for which the Company has no contractual obligation to repay them. Such capital introduced is recognised directly in equity as it relates to transactions with equity owners.

3. Turnover

Analysis of turnover by class of business is as follows:

This is the first year in which the company has generated revenue from payment services.

	2024	2023
	£	£
Acquiring services	1,938,342	-

4. Operating Loss

The operating loss is stated after charging:

	2024	2023
	£	£
Bad debts	71,067	-
Depreciation of tangible fixed assets	82,024	34,177

5. Auditor's Remuneration

Remuneration received by the company's auditors and their associates during the year was as follows:

	2024	2023
	£	£
Audit Services
Audit of the company's financial statements	18,000	10,000


Other Services
Other non-audit services	2,500	-

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Unlimit UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

6. Staff Costs

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

	2024	2023
	£	£
Wages and salaries	1,835,172	214,017
Social security costs	232,775	27,442
Other pension costs	36,302	2,905

	2,104,249	244,364

7. Average Number of Employees

Average number of employees, including directors, during the year was as follows:

	2024	2023
Other staff	17	7

	17	7

8. Tax on Profit

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


Total tax charge for the period			-	-


The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the loss and the standard rate of corporation tax as follows:
			2024	2023
			£	£
Profit before tax			(2,440,484)	(340,726)

Tax on profit at 25% (UK standard rate)			-	-
Total tax charge for the period			-	-

9. Tangible Assets

	Plant & Machinery	Fixtures & Fittings	Total
	£	£	£
Cost
As at 1 January 2024	590,822	98,288	689,110

As at 31 December 2024	590,822	98,288	689,110

Depreciation
As at 1 January 2024	29,543	4,634	34,177
Provided during the period	70,902	11,122	82,024

As at 31 December 2024	100,445	15,756	116,201

...CONTINUED

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Unlimit UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

Net Book Value
As at 31 December 2024	490,377	82,532	572,909

As at 1 January 2024	561,279	93,654	654,933

10. Debtors

	2024	2023
	£	£
Due within one year
Prepayments and accrued income	67,291	-
Other debtors	19,999	-
Amounts owed by group undertakings	584,259	1,963,796

	671,549	1,963,796
Due after more than one year
Other debtors	41,087	39,270

	712,636	2,003,066

11. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	113,209	410,152
Other taxes and social security	128,396	107,739
Net wages	160,990	48,735
Transit account- Funds pending settlement	967,889	-
Accruals and deferred income	20,500	10,000
Merchant payables	6,007,610	-

	7,398,594	576,626

12. Share Capital

	2024	2023
Allotted, called up and fully paid	£	£
2,715,000 Ordinary Shares of £ 1.00 each	2,715,000	2,500,000


Shares issued during the period:	£
215,000 Ordinary Shares of £ 1.00 each	215,000

13. Pension Commitments

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

During the year the charge to the profit and loss account in respect of defined contribution schemes was £36,302 (2023: £2,905).

At the balance sheet date contributions of £12,356 (2023: £7,746) were due to the fund and are included in creditors.

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Unlimit UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

14. Controlling Parties

During the year 2024, the parent undertaking of the company was changed from Unlimit EU Limited to Unlimit Holding EU Limited. This was done through Unlimit EU Limited transferring its 100% subsidiary to its immediate and ultimate parent entity, Unlimit Holding EU Limited. Following this transfer the parent company and the ultimate parent undertaking is Unlimit Holding EU Limited.

The ultimate parent undertaking and that of the smallest and largest group for which group accounts are drawn up of which the company is a member is Unlimit Holding EU Limited (incorporated in Cyprus). Its registered office is 125, Georgiou Griva Digeni CY-3101 Limassol Cyprus .

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

The Company’s ultimate controlling parties are Mr Pavel Maksimov and Mr Kirill Eves, who own 50% each of the share capital of the parent company.

15. Previous year figures

Previous year figures have been reclassified wherever considered necessary to facilitate comparison with the current year figures.

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