REGISTERED NUMBER: 09368082 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

UENI LTD

Page

Statement of Financial Position

1

Notes to the Financial Statements

2

FIXED ASSETS

Intangible assets

4

1,351

1,801

Property, plant and equipment

5

9,500

14,178

Investments

6

697

697

11,548

16,676

CURRENT ASSETS

Debtors

7

309,923

252,725

Cash at bank

430,974

590,798

740,897

843,523

CREDITORS

Amounts falling due within one year

8

1,241,966

871,827

NET CURRENT LIABILITIES

(501,069

)

(28,304

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(489,521

)

(11,628

)

CREDITORS

Amounts falling due after more than one year

9

350,000

-

NET LIABILITIES

(839,521

)

(11,628

)

CAPITAL AND RESERVES

Called up share capital

12

12

Share premium

26,446,039

26,446,039

Share based payment reserve

2,474,195

2,298,789

Retained earnings

(29,759,767

)

(28,756,468

)

SHAREHOLDERS' FUNDS

(839,521

)

(11,628

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 15 September 2025 and were signed on its behalf by:

Mr A Pham Vu - Director

1.	STATUTORY INFORMATION

Ueni Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address are as below:

Registered number:

09368082

Registered office:

7 Bell Yard

Holborn

London

WC2A 2JR

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The financial statements have been prepared on a going concern basis as the directors are satisfied that the

company will have adequate resources to meet its liabilities to third parties as they fall due.

Preparation of consolidated financial statements

The financial statements contain information about Ueni Limited as an individual company and do not contain consolidated financial information as the parent of a group.

Significant judgements and estimates

In the application of the company's accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgments and estimates have had the most significant effects on the accounts recognised in these financial statements:

Share option charges

At the end of each financial period the directors' review options. As part of the review process, the number of options expected to vest at maturity are assessed and the share option charge is adjusted accordingly. The actual vesting of these options depends on future events and as such there is significant estimation uncertainty.

Revenue

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business , and is shown net of VAT and other sales related taxes . The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods) , the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage

of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recover ed .

Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Intellectual Property 10% on straight line basis

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of

depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Office equipment Over 3 years on a straight line basis

Computer equipment Over 3 years on a straight line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company . Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long term interest and where the company has significant influence. The company considers that it has

significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities .

Financial instruments

Basic financial instruments are recognised at amortised cost, except for investments in non-convertible preference and non-puttable ordinary shares which are measured at fair value, with changes recognised in profit or loss.

Derivative financial instruments are initially recorded at cost and thereafter at fair value with changes recognised in profit and loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all material timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs

are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services

are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using an option valuation model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 10 (2023 - 7 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2024

and 31 December 2024

39,314

AMORTISATION

At 1 January 2024

37,513

Charge for year

450

At 31 December 2024

37,963

NET BOOK VALUE

At 31 December 2024

1,351

At 31 December 2023

1,801

5.	PROPERTY, PLANT AND EQUIPMENT

Office

Computer

equipment

equipment

Totals

£

£

£

COST

At 1 January 2024

and 31 December 2024

16,100

132,926

149,026

DEPRECIATION

At 1 January 2024

16,100

118,748

134,848

Charge for year

-

4,678

4,678

At 31 December 2024

16,100

123,426

139,526

NET BOOK VALUE

At 31 December 2024

-

9,500

9,500

At 31 December 2023

-

14,178

14,178

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

697

NET BOOK VALUE

At 31 December 2024

697

At 31 December 2023

697

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

UENI s.r.o.

Registered office: K Fialce 1123/16, Praha 5

Nature of business:

%

Class of shares:

holding

Ordinary

100.00

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

19,147

19,002

Other debtors

290,776

233,723

309,923

252,725

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

366,117

225,506

Taxation and social security

17,597

20,028

Other creditors

858,252

626,293

1,241,966

871,827

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Other creditors

350,000

-

10.	PENSION COMMITMENTS

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. Contributions totalling £6,192 (2023: £4,547) were payable to the fund at the balance sheet date and are included in creditors.

11.	RELATED PARTY DISCLOSURES

Included within creditors less than one year is an amount of £6,834 (2023: £6,834) owed to the director of the company. The amount was interest free and repayable on demand.

Included in creditors more than one year is an amount of £350,000 (2023: £Nil) owed equally to one director and a shareholder of the company. Accrued interest on the total loan amounted to £ 8,311 during the period.

12.	SHARE-BASED PAYMENT TRANSACTIONS

During the year the company had share-based payment arrangements as follows:

The company has share options in existence granting these under an approved EMI option plan and an

unapproved non-EMI plan.

All options granted have performance conditions relating to the relevant employee remaining in the employment of the company at exercise.

The vesting period for all options granted is 3 years with a contractual life of 10 years.

The table below represents the share options in force that are expected to be exercised:

Number of share options

2024

2023

Number

Number

Outstanding at start of year

37,998

37,582

Granted

416

416

Forfeited

-

-

Outstanding at the end of year

38,414

37,998

Vested during the year

2,532

1,617

The options outstanding at 31 December 2024 had an exercise price of £0.001p, and a remaining contractual life of between 7 to 10 years.