Wallester UK Limited
Annual Report and Financial Statements
For the year ended 31 December 2025
Company Registration No. 14478454 (England and Wales)
Wallester UK Limited
Company Information
Directors
S Astafjev
J Brand
D Logvinenko
A Maxim
Company number
14478454
Registered office
21 Holborn Viaduct
London
EC1A 2DY
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Wallester UK Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Profit and loss account
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 23
Wallester UK Limited
Strategic Report
For the year ended 31 December 2025
Page 1

The directors present the strategic report for the year ended 31 December 2025.

Performance and position

Throughout 2025, the company worked on the preparation of an application to the FCA for Authorisation as an Electronic Money Institution and its operational readiness to operate once such licence was granted. A capital injection was made via a Share Subscription by the Shareholder in July 2025, which is reflected in the increase of called up share capital to £340,000 (2024: £10,000). The planned application to the UK Financial Conduct Authority (FCA) for an Electronic Money Institution (EMI) licence was submitted on 1st August 2025. A Chief Compliance Officer and a Head of Operations, Resilience and Outsourcing were both recruited as permanent employees during 2025 in accordance with the business plan.

 

During the year, the company generated a minor turnover of £5,813 (2024: £nil). In line with the Board's expectations for a firm in its pre-launch regulatory application phase, administrative expenses increased to £762,564 (2024: £387,999). This reflects planned and necessary expenditure on strategic hires, regulatory advice, and operational infrastructure. Consequently, the company incurred a loss before taxation of £755,509 (2024: £387,870).

 

On the balance sheet, the company maintained a healthy cash at bank balance of £341,372 at year-end (2024: £10,129), ensuring adequate short-term liquidity. The company ended the year with net liabilities of £816,665 (2024: £391,156), largely driven by creditors falling due within one year of £1,183,196 (2024: £402,745). This liability position is entirely expected for a subsidiary in its setup and regulatory application phase and is supported by the wider group.

 

Following the reporting period, having become authorised by the FCA as an Electronic Money Institution on 28 May 2026, the company intends to commence the provision of regulated services in the UK in December 2026. This deliberate timeline ensures all operational readiness, technical integrations with Visa, and stringent compliance frameworks are thoroughly tested for a safe and robust market launch.

 

Throughout 2025, the company focused on building a strong application file and business organisation as well as carefully planning the launch of business activity in order to deliver long term sustainable growth. A three year financial plan was developed, approved by the Board and submitted to the FCA, the Directors took a prudent approach to developing this financial plan and included various stress scenarios. In December 2026, the company intends to commence marketing the two existing core Wallester products to UK clients and partners. Wallester Business is a Card based business expense solution, with rich functionality, that is attractive to businesses of any size. Wallester White Label is a turnkey Visa Card issuing solution offered to a diverse range of financial and non-financial entities enabling them to enhance their own customer offering with Visa Cards issued with their own branding and supported by a range of management tools. Based on existing group customer feedback and market analysis, these products are attractive in the UK market and are competitive, both in terms of functionality and cost. The UK economy and Fintech market continues to grow and as such Wallester UK products are well aligned to the UK market.

Wallester UK Limited
Strategic Report (Continued)
For the year ended 31 December 2025
Page 2
Principal risks and uncertainties

The current principal risk to the company is completing all internal readiness work and VISA technical set up necessary to launch in December 2026 and thereafter the success of commercial activity necessary to achieve the performance set out in the three year financial plan.

 

As the company has not yet commenced trading and currently holds a net liability position of £816,665, it relies on shareholder support to meet its liabilities as they fall due. The Directors have assessed the company's ability to continue as a going concern. Based on the capital injection received in July 2025, the successful FCA authorisation in May 2026, the approved three-year financial plan, a Letter of Support from UBO’s, and formal confirmation of continued financial support from the parent undertaking, Wallester Group OÜ (which includes a planned capital restructure in August 2026, whereby intercompany debt owed for pre-licence costs will be assigned to Wallester Group OÜ and converted into equity, alongside a further £600,000 cash share subscription, followed by a further debt capitalisation in November 2026) for a period of at least twelve months from the date of approval of these financial statements, the Directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

 

Additionally, as an FCA-regulated firm, the company faces inherent regulatory and financial crime risks. In alignment with Wallester UK's low risk appetite, these are mitigated through a robust Three Lines of Defence governance model, comprehensive tiered customer due diligence (CDD/EDD), and strict adherence to the Money Laundering Regulations 2017 (MLRs).

 

In accordance with FCA Outsourcing rules (SYSC 8) and the EBA Guidelines on Outsourcing Arrangements, the Wallester UK business will be strongly supported by the provision of tried and tested solutions and technology by group company, Wallester AS. This will enable Wallester UK to maximise operational efficiency by avoiding the duplication of various operational functions and activity. Such services will be provided via an intra-group outsourcing agreement, with strict oversight, management, and control maintained by the UK Board.

Future Developments

The Directors of Wallester UK have taken a prudent approach to the development and timing of submission of the FCA application file and have focused on planning for long term sustainable growth, underpinned by a highly skilled, trusted and responsible organisation, rather than speed of application submission and/or commercial market launch. The Directors have engaged with various key stakeholders, including the FCA, Visa, expert consultants, external lawyers, clients and trade associations as part of defining its strategy and designing its target organisation and operating model, ensuring strong alignment with the FCA's Operational Resilience framework (SYSC 15A).

Key performance indicators

During the set up phase i.e. prior to commercial launch, the Directors do not assess the company with reference to defined financial KPIs. These, however, will be used once the company commences intended business activities and are expected to include metrics such as active card volumes, safeguarding reconciliations, and compliance and financial crime screening effectiveness. Prelaunch costs have been carefully managed against the setup budget.

Wallester UK Limited
Strategic Report (Continued)
For the year ended 31 December 2025
Page 3
Promoting the success of the company

The directors are fully aware of their duty under Section 172 of the Companies Act 2006 to act in good faith to promote the success of the Company for the benefit of its shareholders but having regard amongst other matters to the following:

 

the likely consequences of any decision(s) in the long term;

the interests of the Company's employees;

the need to foster the Company's business relationships with clients, investors and others;

the impact of the Company's operations on the community and the environment;

the desirability of the Company maintaining a reputation for high standards of business

conduct; and

the need to act fairly as between members of the Company.

 

In evaluating decision-making, the Company's directors are mindful of a variety of factors, including the need to develop a responsible and sustainable business that provides positive outcomes for all key stakeholders. This includes embedding the principles of the FCA's Consumer Duty (PRIN 2A) to ensure good outcomes for applicable end-customers, as well as investors, regulators, the UK financial services industry, local communities and the wider environment. The Directors intend to develop a formal ESG policy as part of operationalising and launching the business. As such, the Company's Directors continue to develop the financial and operating health of the Company while being mindful of its relations with and obligations to its various stakeholders, counterparties and community.

On behalf of the board

J Brand
Director
26 August 2026
Wallester UK Limited
Directors' Report
For the year ended 31 December 2025
Page 4

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The company was incorporated on 11 November 2022 in the United Kingdom. It has not yet commenced full trading and this is expected in December of 2026 following the FCA granting approvals to the company in May 2026.

Results

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

S Astafjev
J Brand
D Logvinenko
A Maxim
Auditor

Moore Kingston Smith LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Energy and carbon report

The Company is exempt from the requirements on disclosing its annual quantity of emissions and energy consumption for which it is responsible as it is below the 40,000KWh per annum threshold.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
J Brand
Director
26 August 2026
Wallester UK Limited
Directors' Responsibilities Statement
For the year ended 31 December 2025
Page 5

The directors are responsible for preparing the strategic report, directors' report and financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Wallester UK Limited
Independent Auditor's Report
To the Members of Wallester UK Limited
Page 6
Opinion

We have audited the financial statements of Wallester UK Limited (the 'company') for the year ended 31 December 2025 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Wallester UK Limited
Independent Auditor's Report
To the Members of Wallester UK Limited (Continued)
Page 7

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Wallester UK Limited
Independent Auditor's Report
To the Members of Wallester UK Limited (Continued)
Page 8
Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

 

 

Wallester UK Limited
Independent Auditor's Report
To the Members of Wallester UK Limited (Continued)
Page 9

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Thomas Moore
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
26 August 2026
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Wallester UK Limited
Profit and Loss Account
For the year ended 31 December 2025
Page 10
2025
2024
Notes
£
£
Turnover
3
5,813
-
Administrative expenses
(762,564)
(387,999)
Operating loss
4
(756,751)
(387,999)
Interest receivable and similar income
8
1,242
129
Loss before taxation
(755,509)
(387,870)
Tax on loss
9
-
0
-
0
Loss for the financial year
(755,509)
(387,870)
Wallester UK Limited
Balance Sheet
As at 31 December 2025
Page 11
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
10
5,413
1,460
Current assets
Debtors
11
19,746
-
0
Cash at bank and in hand
341,372
10,129
361,118
10,129
Creditors: amounts falling due within one year
12
(1,183,196)
(402,745)
Net current liabilities
(822,078)
(392,616)
Net liabilities
(816,665)
(391,156)
Capital and reserves
Called up share capital
14
340,000
10,000
Profit and loss reserves
(1,156,665)
(401,156)
Total equity
(816,665)
(391,156)
The financial statements were approved by the board of directors and authorised for issue on 26 August 2026 and are signed on its behalf by:
J  Brand
Director
Company Registration No. 14478454
Wallester UK Limited
Statement of Changes in Equity
For the year ended 31 December 2025
Page 12
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2024
10,000
(13,286)
(3,286)
Year ended 31 December 2024:
Loss and total comprehensive income
-
(387,870)
(387,870)
Balance at 31 December 2024
10,000
(401,156)
(391,156)
Year ended 31 December 2025:
Loss and total comprehensive income
-
(755,509)
(755,509)
Issue of share capital
14
330,000
-
330,000
Balance at 31 December 2025
340,000
(1,156,665)
(816,665)
Wallester UK Limited
Statement of Cash Flows
For the year ended 31 December 2025
Page 13
2025
2024
As restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
18
5,214
940
Investing activities
Purchase of tangible fixed assets
(5,213)
(940)
Interest received
1,242
129
Net cash used in investing activities
(3,971)
(811)
Financing activities
Proceeds from issue of shares
330,000
-
0
Net cash generated from financing activities
330,000
-
Net increase in cash and cash equivalents
331,243
129
Cash and cash equivalents at beginning of year
10,129
10,000
Cash and cash equivalents at end of year
341,372
10,129
Wallester UK Limited
Notes to the Financial Statements
For the year ended 31 December 2025
Page 14
1
Accounting policies
Company information

Wallester UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 21 Holborn Viaduct, London, EC1A 2DY.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The Company incurred a loss of £755,509 during the year as it continued its pre-operational activities, and had net liabilities of £816,665. At the balance sheet date, the Company was dependent on continued financial support from its parent company and the ultimate beneficial owners in order to meet its obligations as they fall due.true

 

In assessing the appropriateness of the going concern basis of accounting, the directors have considered the Company's cash flow forecasts and projected regulatory capital requirements for a period of at least 12 months from the date of approval of these financial statements. This assessment takes account of the Company's FCA authorisation, which was granted subsequent to the year end and requires the Company to maintain adequate liquid financial resources at all times.

 

The directors have received written confirmation from the ultimate beneficial owners and indirect shareholders of the Company's parent undertaking that they will provide such financial support as may be necessary to enable the Company to continue to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. The shareholders have also confirmed that they have sufficient unencumbered resources available to provide such support if required.

 

In addition, the parent undertaking has confirmed that it will convert the outstanding intercompany loan balance, which totalled £1,167,574 at the period end, into equity and subscribe in cash for additional share capital of £600,000 prior to the Company commencing its regulated trade in September 2026. Furthermore, the parent undertaking and other group undertakings have confirmed that they will not seek repayment of existing or future intercompany balances unless and until the Company is able to repay those amounts without adversely affecting its ability to meet its liabilities as they fall due.

 

Having considered the matters set out above, the directors are satisfied that the Company has adequate resources to continue in operational existence and to meet its regulatory capital requirements for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the directors consider it appropriate to prepare the financial statements on the going concern basis.

Wallester UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 15
1.3
Turnover

Revenue represents amounts receivable for services provided in the ordinary course of business, net of value added tax.

 

During the year, the Company had not commenced substantive trading activities. Revenue recognised primarily relates to services provided to the parent company for support services connected to the group's payments and card issuing operations.

 

Revenue is recognised when the service has been performed and the amount can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the Company, and the costs incurred or to be incurred can be measured reliably

1.4
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:

Computers
33% Straight line
1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
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.

Wallester UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 16
1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Wallester UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 17
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
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.

1.10
Retirement benefits

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

Wallester UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
1
Accounting policies
(Continued)
Page 18
1.11
Leases
As lessee

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 leases asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are 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 considered to be 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.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Service fees
5,813
-
2025
2024
£
£
Other significant revenue
Interest income
1,242
129
4
Operating loss
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
87
(12)
Depreciation of tangible fixed assets
1,260
510
Operating lease charges
11,740
1,051
Wallester UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 19
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
12,000
6,700
For other services
All other non-audit services
13,186
2,750
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
3
2

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
420,795
249,615
Social security costs
60,558
32,322
Pension costs
2,752
1,211
484,105
283,148
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
351,628
242,846
Company pension contributions to defined contribution schemes
2,752
661
354,380
243,507
Wallester UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
7
Directors' remuneration
(Continued)
Page 20
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
191,429
189,513
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
1,242
129
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
1,242
129
9
Taxation

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Loss before taxation
(755,509)
(387,870)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(188,877)
(96,968)
Tax effect of expenses that are not deductible in determining taxable profit
353
128
Tax effect of income not taxable in determining taxable profit
(1,303)
-
0
Unutilised tax losses carried forward
189,827
96,840
Taxation charge for the year
-
-
Wallester UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 21
10
Tangible fixed assets
Computers
£
Cost
At 1 January 2025
1,999
Additions
5,213
At 31 December 2025
7,212
Depreciation and impairment
At 1 January 2025
539
Depreciation charged in the year
1,260
At 31 December 2025
1,799
Carrying amount
At 31 December 2025
5,413
At 31 December 2024
1,460
11
Debtors
2025
2024
Amounts falling due within one year:
£
£
Prepayments and accrued income
19,746
-
0
12
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
622
-
0
Amounts owed to group undertakings
1,167,574
394,995
Accruals and deferred income
15,000
7,750
1,183,196
402,745

Amounts owed to group undertakings are interest free, unsecured and repayable on demand.

Wallester UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 22
13
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
2,752
1,211

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

14
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
340,000
10,000
340,000
10,000

On 29 July 2025 330,000 ordinary shares of £1 each were allotted at par for cash.

 

15
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
2024
£
£
Within 1 year
15,155
-
0
15,155
-
0
16
Related party transactions

The Company has taken advantage of the exemption conferred by section 33 of FRS 102 from disclosing transactions and balances with wholly owned group companies.

17
Ultimate controlling party

The Company's parent undertaking and ultimate controlling party is Wallester Group OÜ, registered in Estonia.

Wallester UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2025
Page 23
18
Cash generated from operations
2025
2024
As restated
£
£
Loss after taxation
(755,509)
(387,870)
Adjustments for:
Investment income
(1,242)
(129)
Depreciation and impairment of tangible fixed assets
1,260
510
Movements in working capital:
Increase in debtors
(19,746)
-
0
Increase in creditors
780,451
388,429
Cash generated from operations
5,214
940
19
Analysis of changes in net funds
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
10,129
331,243
341,372
20
Prior year adjustment
During the prior year, an amount of £389,945 was incorrectly presented within financing activities as “Proceeds from loans from group undertakings”. This balance did not represent a cash inflow, but rather a non-cash movement in the intercompany account arising from expenses settled on behalf of the company by its parent undertaking. Accordingly, the amount has been reclassified from financing activities to movements in working capital within operating activities in the comparative cash flow information. This correction is presentational only and has no impact on the net increase in cash and cash equivalents, loss for the year, or net assets.
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