Unaric Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

Unaric Limited is a private company, limited by shares, incorporated in England & Wales, registered number 14209702 . The registered office is 9th Floor 107 Cheapside, London, EC2V 6DN.

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.

2.2. Going Concern Disclosure

The directors believe that notwithstanding net liabilities of £86,415, the company's financial statements should be prepared on a going concern basis. In assessing the going concern basis of accounting, the directors have prepared cash flow forecasts covering a period of 3 years from the date of approval of these financial statements. The directors note that a significant proportion of the company’s liabilities are due to group undertakings. The forecasts reflect anticipated growth in revenue arising from the rebranding of products acquired as part of a business acquisition, supported by increased marketing and promotional expenditure. The forecasts also reflect the expected receipt of dividends from the company’s subsidiaries, which are in a profitable position. Based on these forecasts, the directors are satisfied that the company has adequate resources to continue in operational existence and to meet its liabilities as they fall due for a period of at least 12 months from the date of signing. The financial statements do not include any adjustments that may arise from any significant changes in the assumptions used in preparing the forecasts.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

3 years straight line

2.5. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

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Unaric Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.6. Financial Instruments

Trade and other debtors / creditors

Trade and other debtors are recognised initially at transaction prices less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of interest for a similar debt instrument.

Impairment of financial assets

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found an impairment loss is recognised within profit or loss.

For financial assets that are measured at amortised cost, the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated cash flows discounted at the asset’s original effective interest rate.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset’s carrying amount and the best estimate of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.

2.7. 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.

2.8. Taxation

Income tax expense represents the tax currently payable.

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.

Current tax for the year is recognised in profit or loss.

2.9. Investments

Investments in the Company balance sheet are shown at cost less provision for impairment. Investments are reviewed annually for indicators of impairment.

Subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associate undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.

2.10. Preparation of consolidated accounts exemption

The company is exempt under Section 399 of the Companies Act from the requirement to prepare consolidated financial statements by virtue of the fact it is subject to the small companies regime. These financial statements contain information the company as an individual undertaking and not about this group.

2.11. Warrants

Warrants issued, by the parent company, as part of finance charges for a loan taken out by Unaric Limited are treated as a company expense, with a corresponding creditor, over the period the warrants are issued.

The fair value of the warrants granted is measured using the Black-Scholes model.

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Unaric Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

3. Average Number of Employees

Average number of employees, including directors, during the year was as follows: NIL (2023: NIL)

4. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 January 2024	4,010

As at 31 December 2024	4,010

Depreciation
As at 1 January 2024	1,536
Provided during the period	1,334

As at 31 December 2024	2,870

Net Book Value
As at 31 December 2024	1,140

As at 1 January 2024	2,474

5. Investments

	Subsidiaries	Unlisted	Total
	£	£	£
Cost
As at 1 January 2024	202,297	114,107	316,404
Additions	5,974,339	-	5,974,339
Transfers	114,107	(114,107 )	-

As at 31 December 2024	6,290,743	-	6,290,743

Provision
As at 1 January 2024	-	-	-

As at 31 December 2024	-	-	-

Net Book Value
As at 31 December 2024	6,290,743	-	6,290,743

As at 1 January 2024	202,297	114,107	316,404

6. Debtors

	31 December 2024	31 December 2023
	£	£
Due within one year
Amounts owed by group undertakings	3,382,345	76,846
Other debtors	27,521	24,978

	3,409,866	101,824
Due after more than one year
Amounts owed by group undertakings	1,781,626	1,545,000

	5,191,492	1,646,824

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Unaric Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

7. Creditors: Amounts Falling Due Within One Year

	31 December 2024	31 December 2023
	£	£
Trade creditors	50,201	3,808
Other loans	818,220	45,068
Amounts owed to group undertakings	30,686	-
Other creditors	1,841,063	163,674

	2,740,170	212,550

8. Creditors: Amounts Falling Due After More Than One Year

	31 December 2024	31 December 2023
	£	£
Other loans	4,788,477	378,253
Amounts owed to group undertakings	1,931,279	1,746,252
Other creditors	2,610,266	284,777

	9,330,022	2,409,282

Warrant shares

The parent company, Unaric Holdings Limited has issued a warrant instrument for warrant shares in the period as part of the basic loan agreement with Atempo. The warrant instrument has an expiration date of 26 April 2033, and can be exercised into seed preferred shares at £13.1816 per warrant share. The number of warrant shares to be issued are based on 24,455 shares on 26 April 2023 and 45,418 warrant shares prorated according to the loan drawdown. The directors have used the Black-Scholes model to determine the fair value of the warrant instrument.

The fair value of the warrant instrument has been recognised in the profit and loss account and other creditors in creditors due after more than 1 year on the balance sheet.

9. Share Capital

	31 December 2024	31 December 2023
	£	£
Allotted, Called up and fully paid	100	100

10. Contingent Liabilities

Further consideration of up to £149,000 may be payable in 2025 in respect of the purchase of a subsidiary during the year. The amounts payable will depend on the results of the company in the year following its acquisition by Unaric Limited.

No provision has been made for this amount in these financial statements.

11. Ultimate Parent Undertaking and Controlling Party

The company's immediate and ultimate parent undertaking is Unaric Holding Limited . Unaric Holding Limited was incorporated in England and Wales, and its registered office is 9th Floor 107 Cheapside, London, United Kingdom, EC2V 6DN. Group accounts have not been drawn up.

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		31 December 2024		31 December 2023
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		1,140		2,474
Investments	5		6,290,743		316,404

			6,291,883		318,878
CURRENT ASSETS
Debtors	6	5,191,492		1,646,824
Cash at bank and in hand		500,402		68,125

		5,691,894		1,714,949
Creditors: Amounts Falling Due Within One Year	7	(2,740,170 )		(212,550 )

NET CURRENT ASSETS (LIABILITIES)			2,951,724		1,502,399

TOTAL ASSETS LESS CURRENT LIABILITIES			9,243,607		1,821,277

Creditors: Amounts Falling Due After More Than One Year	8		(9,330,022 )		(2,409,282 )

NET LIABILITIES			(86,415 )		(588,005 )

CAPITAL AND RESERVES
Called up share capital	9		100		100
Capital Contribution Reserve			1,494,243		-
Profit and Loss Account			(1,580,758 )		(588,105 )

SHAREHOLDERS' FUNDS			(86,415)		(588,005)