VLAYER LABS LTD


Directors	GNUTEK, Maciej
	KIREJCZYK, Marek Edward
	RACHWALSKI VON REJCHWALD, Hubert


Registered Address	101 New Cavendish Street
	1st Floor South
	London
	W1W 6XH


Registered Number	15480811 (England and Wales)

Notes to the Financial Statements
for the year ended 31 December 2025

1.	Accounting policies

	Statutory information
	VLAYER LABS LTD is a private company limited by shares and registered in England and Wales. The company's registered number is 15480811 and the registered office address is 101 New Cavendish Street, 1st Floor South, London, United Kingdom, W1W 6XH

	Statement of compliance
	The financial statements have been prepared in accordance with the Companies Act 2006 and FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland including Section 1A Small Entities.

	Basis of preparation
	The accounts have been prepared under the historical cost convention and in accordance with FRS 102, the financial reporting standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard).

	Functional and presentation currency
	The financial statements are presented in sterling and this is the functional currency of the company.

	Going concern
	After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis of accounting in preparing its financial statements.

	Revenue from rendering of services
	Revenue 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.

	Employee benefits
	Short-term employee benefits are measured at the undiscounted amount expected to be paid in exchange for the employee's services to the company. Where employees have accrued short-term benefits which the entity has not paid by the balance sheet date, an accrual is recognised within creditors: amounts falling due within one year together with an associated expense in profit or loss. The liabilities are classified as current obligations in the statement of financial position because they are expected to be settled wholly within twelve months after the end of the period.

Employee benefits

Short-term employee benefits are measured at the undiscounted amount expected to be paid in exchange for the employee's services to the company. Where employees have accrued short-term benefits which the entity has not paid by the balance sheet date, an accrual is recognised within creditors: amounts falling due within one year together with an associated expense in profit or loss. The liabilities are classified as current obligations in the statement of financial position because they are expected to be settled wholly within twelve months after the end of the period.

	Defined contribution pension plan
	The company operates a defined contribution pension plan for the benefit of its employees. Contributions are recognised as expenses as they become payable. Differences between contributions payable in the year and those actually paid are recognised as either prepayments or accruals in the balance sheet. The assets of the defined contribution pension scheme are held separately from those of the company in an independently administered fund.

Defined contribution pension plan

The company operates a defined contribution pension plan for the benefit of its employees. Contributions are recognised as expenses as they become payable. Differences between contributions payable in the year and those actually paid are recognised as either prepayments or accruals in the balance sheet. The assets of the defined contribution pension scheme are held separately from those of the company in an independently administered fund.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Foreign currency translation

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

	Deferred tax
	Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.

Deferred tax

Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.

	Intangible assets
	Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. The assets are reviewed for impairment if the above factors indicate that the carrying amount may be impaired. Amortisation is included in 'administrative expenses' in the profit and loss account.

	Cryptocurrency assets
	Cryptocurrency assets (under FRS 102, s18) are recorded as intangible assets and can be measured at either cost or revaluation. The company has elected to measure them at revaluation as there is now an active market across many digital exchanges. Therefore, these are recognised at fair value. Where the revaluation model is taken, revaluations need to be carried out with sufficient regularity to ensure the carrying amount at each reporting period equates to the fair value and needs to be done for similar assets of the same class. The assets are held for investment and operational purposes and therefore cannot be recognised as stock as they are not being held for sale in the ordinary course of business. Revaluation Gains are recognised in Other Comprehensive Income (OCI) and accumulated in a revaluation reserve, unless they reverse a previous revaluation decrease for the same asset, in which case the gain is recognised in the Profit and Loss (P&L) to the extent of the previous loss. Revaluation Losses are recognised in the P&L unless they relate to a previously recognised revaluation surplus for the same asset, in which case the loss is first offset against that surplus before being recognised in the P&L.

Cryptocurrency assets

Cryptocurrency assets (under FRS 102, s18) are recorded as intangible assets and can be measured at either cost or revaluation. The company has elected to measure them at revaluation as there is now an active market across many digital exchanges. Therefore, these are recognised at fair value. Where the revaluation model is taken, revaluations need to be carried out with sufficient regularity to ensure the carrying amount at each reporting period equates to the fair value and needs to be done for similar assets of the same class. The assets are held for investment and operational purposes and therefore cannot be recognised as stock as they are not being held for sale in the ordinary course of business. 

Revaluation Gains are recognised in Other Comprehensive Income (OCI) and accumulated in a revaluation reserve, unless they reverse a previous revaluation decrease for the same asset, in which case the gain is recognised in the Profit and Loss (P&L) to the extent of the previous loss.

Revaluation Losses are recognised in the P&L unless they relate to a previously recognised revaluation surplus for the same asset, in which case the loss is first offset against that surplus before being recognised in the P&L.

	Tangible fixed assets and depreciation
	All fixed assets are initially recorded at cost. Property, plant and equipment is used in the company's principal activity for the production and supply of goods or for administrative purposes and is stated in the balance sheet under the historic cost model. This model requires the assets to be stated at cost less amounts in respect of depreciation and less any accumulated impairment losses. Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value (which is the expected amount that would currently be obtained from disposal of an asset, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life), over the useful economic life of the respective asset as follows: Office Equipment Straight line 4 years

Tangible fixed assets and depreciation

All fixed assets are initially recorded at cost. Property, plant and equipment is used in the company's principal activity for the production and supply of goods or for administrative purposes and is stated in the balance sheet under the historic cost model. This model requires the assets to be stated at cost less amounts in respect of depreciation and less any accumulated impairment losses. Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value (which is the expected amount that would currently be obtained from disposal of an asset, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life), over the useful economic life of the respective asset as follows:  

Office Equipment                                                                                                       Straight line   4 years

	Investments
	Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value where the difference between cost and fair value is material. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.

Investments

Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value where the difference between cost and fair value is material. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.

	Trade and other debtors
	Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

Trade and other debtors

Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.

	Cash and cash equivalents
	Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less. Bank overdrafts are disclosed separately. For the purpose of the cash flow statement, bank overdrafts form an integral part of the company's cash management and are included as a component of cash and cash equivalents.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less.

Bank overdrafts are disclosed separately. For the purpose of the cash flow statement, bank overdrafts form an integral part of the company's cash management and are included as a component of cash and cash equivalents.

	Trade and other creditors
	Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

	Share capital
	Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

	Related parties
	For the purposes of these financial statements, a related party could be a person or an entity. Careful consideration is given to the definition of a related party to ensure that all related party relationships, transactions and balances are identified.

2.	Average number of employees


		2025		2024
	Average number of employees during the year	2		1

3.	Intangible assets

	Other	Total
	£	£
Cost or valuation
At 01 January 25	170,988	170,988
Additions	1,985,805	1,985,805
Revaluations	(148,401)	(148,401)
Disposals	(1,222,732)	(1,222,732)
At 31 December 25	785,660	785,660
Net book value
At 31 December 25	785,660	785,660
At 31 December 24	170,988	170,988

4.	Tangible fixed assets

	Office Equipment	Total
	£	£
Cost or valuation
At 01 January 25	5,599	5,599
Additions	3,009	3,009
At 31 December 25	8,608	8,608
Depreciation and impairment
At 01 January 25	668	668
Charge for year	1,930	1,930
At 31 December 25	2,598	2,598
Net book value
At 31 December 25	6,010	6,010
At 31 December 24	4,931	4,931

5.	Fixed asset investments
	As at 31 December 2025, the fixed asset investment additions of £759,722 constitutes investment in vlayer labs sp. z o.o., a Polish entity that is owned 100% by vlayer labs ltd.

	Investments in groups¹	Total
	£	£
Cost or valuation
At 01 January 25	759,722	759,722
At 31 December 25	759,722	759,722
Net book value
At 31 December 25	759,722	759,722
At 31 December 24	759,722	759,722

	Notes
	¹Investments in group undertakings and participating interests

6.	Debtors: amounts due within one year

	2025	2024
	£	£
Trade debtors / trade receivables	1,438	-
Other debtors	589,353	8,264
Prepayments and accrued income	7,865	6,042
Total	598,656	14,306

7.	Creditors: amounts due within one year

	2025	2024
	£	£
Trade creditors / trade payables	6,477	37,896
Other creditors	25,848	35,239
Accrued liabilities and deferred income	3,375	10,423
Total	35,700	83,558

8.	Creditors: amounts due after one year

	2025	2024
	£	£
Trade creditors / trade payables	125,985	667,542
Other creditors	7,583,867	7,583,867
Total	7,709,852	8,251,409


	As at 31 December 2025, the other creditors balance of £7,583,867 constitutes funding received through simple agreements for future equity. Upon conversion these liabilities will be converted to equity.

9.	Share capital
	During the prior financial year ended 31 December 2024, 1,200,000 ordinary shares were issued with a nominal value of £0.0001 per share. No further shares were issued during the financial year ended 31 December 2025.

10.	Events after reporting date
	On 16 April 2026, the Company incorporated UNLOQ sp. z o.o., a Polish limited liability company, as part of the acquisition of an affiliate marketing business. The transaction will result in UNLOQ sp. z o.o. becoming a wholly owned subsidiary of the Company. As at the date of approval of these financial statements, the acquisition has not yet fully completed. During the period after the balance sheet date, the Company advanced a loan of PLN 1,000,000 to its subsidiary, vLayer Labs Sp. z o.o.

10.

Events after reporting date

On 16 April 2026, the Company incorporated UNLOQ sp. z o.o., a Polish limited liability company, as part of the acquisition of an affiliate marketing business. The transaction will result in UNLOQ sp. z o.o. becoming a wholly owned subsidiary of the Company. As at the date of approval of these financial statements, the acquisition has not yet fully completed.
During the period after the balance sheet date, the Company advanced a loan of PLN 1,000,000 to its subsidiary, vLayer Labs Sp. z o.o.

11.	Related party transactions
	The Company has a wholly owned subsidiary, vLayer Labs Sp. z o.o., incorporated in Poland. During the prior period, the Company advanced a loan of PLN 500,000 to the subsidiary, bearing interest at WIBOR3M + 2.9%. The total balance outstanding at 31 December 2025, including accrued interest, was PLN 533,789 (£110,370). Additionally, at 31 December 2025, there were outstanding license fees of £125,985.18 due to vlayer labs sp z o.o.

11.

Related party transactions

The Company has a wholly owned subsidiary, vLayer Labs Sp. z o.o., incorporated in Poland. During the prior period, the Company advanced a loan of PLN 500,000 to the subsidiary, bearing interest at WIBOR3M + 2.9%. The total balance outstanding at 31 December 2025, including accrued interest, was PLN 533,789 (£110,370).

Additionally, at 31 December 2025, there were outstanding license fees of £125,985.18 due to vlayer labs sp z o.o.

	Notes	2025		2024
		£	£	£	£
Fixed assets
Intangible assets	3		785,660		170,988
Tangible assets	4		6,010		4,931
Investments	5		759,722		759,722
			1,551,392		935,641
Current assets
Debtors	6	598,656		14,306
Cash at bank and on hand		1,655,574		5,830,780
		2,254,230		5,845,086
Creditors amounts falling due within one year	7	(35,700)		(83,558)
Net current assets (liabilities)			2,218,530		5,761,528
Total assets less current liabilities			3,769,922		6,697,169
Creditors amounts falling due after one year	8		(7,709,852)		(8,251,409)
Net assets			(3,939,930)		(1,554,240)
Capital and reserves
Called up share capital			120		120
Share premium			31,348		31,348
Revaluation reserve			29,417		-
Profit and loss account			(4,000,815)		(1,585,708)
Shareholders' funds			(3,939,930)		(1,554,240)