Caseware UK (AP4) 2024.0.164 2024.0.164 2025-02-28 Mama Money UK Limited, registered number 09208336, is a private company limited by shares and registered in England and Wales under the Companies Act 2006. The address of the registered office is given on the Company information page and the nature of the Company's operations and its principal activities are set out in the Directors' report. The Principal activity of the company is to provide financial intermediation false 2024-03-01 3 true true The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 09208336 2024-03-01 2025-02-28 09208336 2023-03-01 2024-02-29 09208336 2025-02-28 09208336 2024-02-29 09208336 2023-03-01 09208336 c:Director1 2024-03-01 2025-02-28 09208336 d:OfficeEquipment 2024-03-01 2025-02-28 09208336 d:OfficeEquipment 2025-02-28 09208336 d:OfficeEquipment 2024-02-29 09208336 d:OfficeEquipment d:OwnedOrFreeholdAssets 2024-03-01 2025-02-28 09208336 d:ComputerEquipment 2024-03-01 2025-02-28 09208336 d:CurrentFinancialInstruments 2025-02-28 09208336 d:CurrentFinancialInstruments 2024-02-29 09208336 d:ShareCapital 2025-02-28 09208336 d:ShareCapital 2024-02-29 09208336 d:ShareCapital 2023-03-01 09208336 d:OtherMiscellaneousReserve 2024-03-01 2025-02-28 09208336 d:RetainedEarningsAccumulatedLosses 2024-03-01 2025-02-28 09208336 d:RetainedEarningsAccumulatedLosses 2025-02-28 09208336 d:RetainedEarningsAccumulatedLosses 2023-03-01 2024-02-29 09208336 d:RetainedEarningsAccumulatedLosses 2024-02-29 09208336 d:RetainedEarningsAccumulatedLosses 2023-03-01 09208336 d:AcceleratedTaxDepreciationDeferredTax 2025-02-28 09208336 d:AcceleratedTaxDepreciationDeferredTax 2024-02-29 09208336 d:TaxLossesCarry-forwardsDeferredTax 2025-02-28 09208336 d:TaxLossesCarry-forwardsDeferredTax 2024-02-29 09208336 c:OrdinaryShareClass1 2024-03-01 2025-02-28 09208336 c:OrdinaryShareClass1 2025-02-28 09208336 c:OrdinaryShareClass1 2024-02-29 09208336 c:FRS102 2024-03-01 2025-02-28 09208336 c:AuditExempt-NoAccountantsReport 2024-03-01 2025-02-28 09208336 c:FullAccounts 2024-03-01 2025-02-28 09208336 c:PrivateLimitedCompanyLtd 2024-03-01 2025-02-28 09208336 2 2024-03-01 2025-02-28 09208336 e:PoundSterling 2024-03-01 2025-02-28 iso4217:GBP xbrli:shares xbrli:pure

Mama Money UK Ltd Registered number: 09208336 Directors' report and unaudited financial statements For the year ended 28 February 2025
MAMA MONEY UK LTD REGISTERED NUMBER: 09208336 STATEMENT OF FINANCIAL POSITION AS AT 28 FEBRUARY 2025
|  | 2025 |  | 2024
Note |  | $ |  | $
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | - |  | 1,134
|  |  | - |  | 1,134
Current assets |  |  |  |  |
Prepaid funds held at aggregators |  | 1,914,123 |  | 890,639 |
Debtors: amounts falling due within one year | 6 | 869,430 |  | 748,457 |
Cash at bank and in hand | 7 | 140,001 |  | 1,308,663 |
|  | 2,923,554 |  | 2,947,759 |
Postpaid funds held at aggregators |  | (124,185) |  | (89,115) |
Creditors: amounts falling due within one year | 8 | (1,400,975) |  | (1,354,603) |
Net current assets |  |  | 1,398,394 |  | 1,504,041
Total assets less current liabilities |  |  | 1,398,394 |  | 1,505,175
Provisions for liabilities |  |  |  |  |
Deferred tax | 9 | - |  | (284) |
|  |  | - |  | (284)
Net assets |  |  | 1,398,394 |  | 1,504,891
Capital and reserves |  |  |  |  |
Called up share capital | 10 |  | 1,000 |  | 1,000
Profit and loss account | 11 |  | 1,397,394 |  | 1,503,891
|  |  | 1,398,394 |  | 1,504,891
Page 1
MAMA MONEY UK LTD REGISTERED NUMBER: 09208336 STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 28 FEBRUARY 2025 The Directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006. The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements. The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................ R Grojnowski
Director
Date: 29 September 2025
The notes on pages 4 to 13 form part of these financial statements. Page 2
MAMA MONEY UK LTD STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 28 FEBRUARY 2025
| Called up share capital | Profit and loss account | Total equity
| $ | $ | $
At 1 March 2023 | 1,000 | 1,027,352 | 1,028,352
Comprehensive income for the year |  |  |
Profit for the year | - | 476,539 | 476,539
At 1 March 2024 | 1,000 | 1,503,891 | 1,504,891
Comprehensive expense for the year |  |  |
Loss for the year | - | (106,497) | (106,497)
At 28 February 2025 | 1,000 | 1,397,394 | 1,398,394
| The notes on pages 4 to 13 form part of these financial statements.
Page 3
MAMA MONEY UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2025
1. | General information
Mama Money UK Limited, registered number 09208336, is a private company limited by shares and registered in England and Wales under the Companies Act 2006. The address of the registered office is given on the Company information page and the nature of the Company's operations and its principal activities are set out in the Directors' report. 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 judgement in applying the Company's accounting policies. These financial statements are presented in US Dollars (USD). The Company has determined that USD is its functional currency, as this is the currency of the economic environment in which the Company predominantly operates. These financial statements have been rounded to the nearest whole $. The following principal accounting policies have been applied:
| 2.2 | Going concern
The Directors have considered a wide range of factors to determine whether the Company is and will continue to operate as a going concern. The Directors continue to regularly review the Company’s stress tested plans and forecasts. In preparing forecasts, the Directors have considered and addressed a range of events or conditions which may give rise to business risks, have considered the ability of the Company to identify, monitor and mitigate these risks, and are of the opinion that the Company will continue to operate for the foreseeable future. The principal activity of the Company is to support Mama Money (Pty) Ltd, a company controlled by common shareholders, with facilitating money transfers from Mama Money (Pty) Ltd to payment partners in the UK and globally, through its authorisation by the FCA and this will continue to be a key component of its operations. In the event that it is required, the common shareholders are committed to providing operational and financial support to the Company as they look to continue the growth of the business. Although the forecasts suggest that it will not be required, the largest individual shareholder has provided a letter of support confirming their commitment to providing ongoing operational and financial support for at least the next 12 months from the date of approval of these financial statements. Therefore, uncertainties in relation to going concern are not considered material by the Directors and the financial statements have been prepared on a going concern basis. Page 4
MAMA MONEY UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2025 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is USD. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
| 2.4 | Turnover
Turnover from contracts with customers comprises rendering of switching services. Switching services are technical services provided by Mama Money UK Limited, which allows a customer to connect to an aggregator via the Mama Money UK Limited hub, to facilitate transactions. Turnover is recognised to the extent that the Company has rendered services under an agreement provided the amount of turnover can be measured reliably and it is probable that economic benefits associated with the transaction will flow to the Company. Turnover is measured at the fair value of the consideration received or receivable, excluding sales taxes and discounts. Turnover for switching services rendered, is recognised upon successful transmission of funds. Should a transaction become unsuccessful, those funds will be refunded to the customer and no turnover is recognised.
| 2.5 | Interest receivable and similar income
Interest receivable and similar income is recognised in the Statement of Comprehensive Income using the effective interest method.
| 2.6 | Interest payable and similar expenses
Interest payable and similar expenses are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. Page 5
MAMA MONEY UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2025 2.Accounting policies (continued)
| 2.7 | 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. Depreciation is provided on the following basis:
|  |  |  | Computer equipment | - | 3 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.
| 2.8 | 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.
| 2.9 | Cash at bank and in hand
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.
| 2.10 | Funds held at aggregators
Funds held at aggregators comprises Mama Money UK Limited cash balances held in bank accounts in the name of the aggregator for float purposes. Prepaid balances are available on demand and postpaid balances are repayable on demand. These balances are an integral part of cash management.
| 2.11 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 6
MAMA MONEY UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2025 2.Accounting policies (continued)
| 2.12 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.13 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Company's Statement of Financial Position 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 prepaid funds held at aggregators, amounts owed by group undertakings, accrued income and cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's prepaid funds held at aggregators, cash and bank balances, and other receivables due with the operating cycle fall into this category of financial instruments. Page 7
MAMA MONEY UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2025 2.Accounting policies (continued)
| 2.13 | Financial instruments (continued)
Impairment of financial assets Financial assets are assessed for indicators of impairment at each reporting date. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in profit or loss. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include postpaid funds held at aggregators, amounts owed to related undertakings, trade creditors and accruals are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. Page 8
MAMA MONEY UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2025 2.Accounting policies (continued)
| 2.14 | 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.
3. | Employees
| The average monthly number of employees, excluding the Directors, during the year was 3 (2024: 0).
Page 9
MAMA MONEY UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2025
4. | Tangible fixed assets
|  | Computer equipment
|  | $
| At 1 March 2024 | 1,216
| Disposals | (1,216)
| At 28 February 2025 | -
| At 1 March 2024 | 82
| Charge for the year | 136
| Disposals | (218)
| At 28 February 2025 | -
| Net book value |
| At 28 February 2025 | -
| At 29 February 2024 | 1,134
5. | Funds held at aggregators
| Funds held at aggregators comprise of cash balances held at third parties for float purposes.
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Prepaid balances | 1,914,123 | 890,639
| Postpaid balances | (124,185) | (89,115)
|  | 1,789,938 | 801,524
Page 10
MAMA MONEY UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2025
6. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Amounts owed by group undertakings - see note 15 | 636,990 | 724,084
| Prepayments and accrued income | 179,582 | 6,335
| Tax recoverable | 24,087 | 18,038
| Deferred taxation | 28,771 | -
|  | 869,430 | 748,457
| Amounts owed by group undertakings are interest free, unsecured and repayable on demand.
7. | Cash at bank and in hand
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Cash at bank and in hand | 140,001 | 1,308,663
8. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Amounts owed to related undertakings | 1,253,457 | 1,180,638
| Trade creditors | 138,667 | 1,000
| Corporation tax | - | 164,115
| Accruals and deferred income | 8,851 | 8,850
|  | 1,400,975 | 1,354,603
Amounts owed to related undertakings consists wholly of a loan due to GRE Treasury Limited, a related party. The loan accrues interest at 6% per annum, calculated daily from the date of advance until the date of final repayment and paid quarterly. Total interest arising on the balance during the year is presented in note 15. The loan is unsecured and has no fixed terms of repayment. Page 11
MAMA MONEY UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2025
9. | Deferred taxation
|  | 2025
|  | $
| At beginning of year | (284)
| Charged to profit or loss | 29,055
| At end of year | 28,771
| The deferred taxation balance is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
| Accelerated capital allowances | - | (284)
| Losses and other deductions | 28,771 | -
|  | 28,771 | (284)
10. | Called up Share Capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | $ | $
|  | Allotted, called up and fully paid |  |
|  | 1,000 (2024 - 1,000) Ordinary shares of $1.00 each | 1,000 | 1,000
| The Company has one class of Ordinary shares which carry with them voting rights but no rights to fixed income.
11. | Reserves
The Company’s capital and reserves are as follows: Called up share capital Called up share capital represents the nominal value of the shares issued. Profit and loss account The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments including capital contributions from shareholders. Page 12
MAMA MONEY UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2025
12. | Related party transactions
| The related parties noted below meet the definition for a related party under FRS102 by being either; a person, or close member of that person's family, that has significant influence over the reporting entity; or an entity where such a person identified above has significant influence over that entity. Key management comprises the Directors of the Company. The key management received no remuneration during the year.
|  | 2025 | 2024
|  | $ | $
| Related party balances |  |
| Amounts owed by related undertakings: Mama Money (Pty) Ltd | 570,390 | 681,438
| Amounts owed by related undertakings: Mama Connect BV | 66,600 | 42,646
| Amounts owed to related undertakings: GRE Treasury Limited | (1,253,457) | (1,180,638)
|  | - | -
| Related party transactions |  |
|  | - | -
| Services rendered to related party |  |
| Mama Money (Pty) Ltd | 433,655 | 987,137
|  | - | -
| Other services recharged to related party |  |
| Mama Money (Pty) Ltd | 1,459,074 | 1,522,761
|  | - | -
| Interest paid to related party |  |
| GRE Treasury Limited | 72,819 | 90,816
13. | Controlling party
The Directors consider there to be no immediate or ultimate controlling party by virtue of no party having a majority shareholding in the Company.
Page 13