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Registered number: 10401971 ROAMLER UK LIMITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 DECEMBER 2025
ROAMLER UK LIMITED REGISTERED NUMBER: 10401971 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 5 |  | 915 |  | 2,187
|  |  | 915 |  | 2,187
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 6 | 756,640 |  | 1,201,216 |
Cash at bank and in hand |  | 135,232 |  | 201,283 |
|  | 891,872 |  | 1,402,499 |
Creditors: amounts falling due within one year | 7 | (314,204) |  | (969,850) |
Net current assets |  |  | 577,668 |  | 432,649
Total assets less current liabilities |  |  | 578,583 |  | 434,836
Net assets |  |  | 578,583 |  | 434,836
Capital and reserves |  |  |  |  |
Called up share capital | 9 |  | 1,001 |  | 1,001
Share premium account |  |  | 2,499,999 |  | 2,499,999
Profit and loss account |  |  | (1,922,417) |  | (2,066,164)
|  |  | 578,583 |  | 434,836
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and 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 on 28 May 2026.
Jeroen ten Haave
Director
The notes on pages 3 to 9 form part of these financial statements. Page 1
ROAMLER UK LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2025 | 1,001 | 2,499,999 | (2,066,164) | 434,836
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 143,747 | 143,747
Other comprehensive income for the year | - | - | - | -
Total comprehensive income for the year | - | - | 143,747 | 143,747
Total transactions with owners | - | - | - | -
At 31 December 2025 | 1,001 | 2,499,999 | (1,922,417) | 578,583
| The notes on pages 3 to 9 form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 1,001 | 2,499,999 | (2,228,200) | 272,800
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 162,036 | 162,036
Other comprehensive income for the year | - | - | - | -
Total comprehensive income for the year | - | - | 162,036 | 162,036
Total transactions with owners | - | - | - | -
At 31 December 2024 | 1,001 | 2,499,999 | (2,066,164) | 434,836
| The notes on pages 3 to 9 form part of these financial statements.
Page 2
ROAMLER UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Roamler UK Limited is a private company, limited by shares, registered in England and Wales, registration number 10401971. The registered office address is Alpha Tower, Suffolk Street, Queensway, Birmingham, B1 1TT. 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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The financial statements are presented in pounds Sterling and rounded to the nearest pound. The following principal accounting policies have been applied:
| 2.2 | Going concern
The financial statements have been prepared on a going concern basis. The Company is profitable and holds positive net current assets. Based on the Group’s current forecasts and Budget 2026, the directors expect that the Group will be able to maintain sufficient liquidity to support the Company and to meet its obligations for a period of at least twelve months from the date of approval of the financial statements. The Directors are confident that the breach of one the Group’s banking covenants is not expected to result in a need to refinance the Group. The Company operates as part of the Roamler Group and is reliant on group owned technology, group managed customer contracts and continued group support. The Group operates in a dynamic market environment and its outlook may be affected by external factors, including changes in customer behaviour, macro economic conditions and the potential occurrence of unforeseen cash outflows. In the event that these factors adversely impact the Group’s cash position, additional funding may need to be raised to support ongoing operations. While the directors consider the going concern basis to be appropriate, these matters represent uncertainties inherent in the business that require continued monitoring. Page 3
ROAMLER UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.5 | Finance costs
Finance costs are charged to profit or loss 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 4
ROAMLER UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.6 | 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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.7 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
| 2.8 | 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:
|  |  |  | Office equipment | - | 5 years straight line
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.
| 2.9 | 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.
| 2.10 | Cash and cash equivalents
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. Page 5
ROAMLER UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.11 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
Deferred tax asset Management is required to assess whether it is appropriate to recognise a deferred tax asset relating to taxable losses available to the Company. The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of losses and other deductions can be deducted. To determine the future taxable profits, reference is made to the latest available forecasts. Therefore, this involves judgement regarding the future financial performance of the Company in which a deferred tax asset has been recognised. The Company has not recorded a deferred tax asset due to the uncertainty as to whether and when future taxable profits will arise. The taxable losses available to be offset against future taxable profits are £1,869,380 (2024 - £2,017,825).
4. | Employees
| The average monthly number of employees, including directors, during the year was 28 (2024 - 32).
Page 6
ROAMLER UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Tangible fixed assets
|  | Office equipment
|  | £
| Cost or valuation |
| At 1 January 2025 | 12,657
| At 31 December 2025 | 12,657
| Depreciation |
| At 1 January 2025 | 10,470
| Charge for the year on owned assets | 1,272
| At 31 December 2025 | 11,742
| Net book value |
| At 31 December 2025 | 915
| At 31 December 2024 | 2,187
6. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 518,808 | 952,838
| Amounts owed by group undertakings | 212,933 | 154,478
| Prepayments and accrued income | 24,899 | 93,900
|  | 756,640 | 1,201,216
Page 7
ROAMLER UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 12,748 | 43,334
| Amounts owed to group undertakings | - | 446,421
| Other taxation and social security | 126,637 | 250,267
| Other creditors | 36,159 | 83,174
| Accruals and deferred income | 138,660 | 146,654
|  | 314,204 | 969,850
8. | Financial instruments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Financial assets |  |
| Financial assets measured at fair value through profit or loss | 135,232 | 135,232
| Financial assets measured at fair value through profit or loss comprise...
9. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,001 (2024 - 1,001) Ordinary shares shares of £1.00 each | 1,001 | 1,001
10. | Contingent liabilities
ABN AMRO Bank N.V. holds a fixed and floating charge over all property and undertakings of the company.
11. | 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. The pension cost charge represents contributions payable by the company to the fund and amounted to £46,592 (2024 - £46,630). The amount payable to the fund at the balance sheet date was £9,149 (2024 - £9,171). Page 8
ROAMLER UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Related party transactions
| Roamler UK Limited has taken the exemption under FRS 102, section 33 Related Party Disclosures paragraph 33.1A, whereby the Company is not required to disclose transactions with other companies that are wholly owned within the group.
13. | Controlling party
The immediate parent company is Roamler B.V., a company incorporated in the Netherlands whose registered office is 20-26, Ndsm-Plein, Amsterdam, Netherlands, 1033 WB. The results of the Company are included in the consolidated financial statements of Roamler B.V. Copies of the group accounts may be obtained from this address.
14. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.
| In their report, the auditors emphasised the following matter without qualifying their report: We draw attention to note 2.2 in the financial statements, which indicates that there is a material uncertainty as to whether the group has sufficient funding to be able to financially support the UK company for a period of at least twelve months from the date of signing these financial statements. The company is reliant on trading and financing relationships with its parent company. It is likely that the group will require additional funding, in order to be able to support this company, before the end of 2025. The group has been successful in receiving funding from its equity investors and debt funders historically and whilst management expect that additional capital will be forthcoming, given the current economic environment, the group's overall dependency on certain strategic customers and suppliers, funding covenants, volatile net working capital and potential changes in legislation, there is no guarantee as to whether additional investment that is required by the parent company will be available to enable the parent company to continue As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. 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. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The audit report was signed on 2 June 2026 by Detlev Anderson (Senior Statutory Auditor) on behalf of Kinnair Associates Limited.
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