Unlimit UK Ltd

	Page
Company Information	1
Strategic Report	2—3
Directors' Report	4—5
Independent Auditor's Report	6—8
Profit and Loss Account	9
Statement of Comprehensive Income	10
Balance Sheet	11
Statement of Changes in Equity	12
Statement of Cash Flows	13
Notes to the Statement of Cash Flows	14
Notes to the Financial Statements	15—21

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Unlimit UK Ltd

Strategic Report

For The Year Ended 31 December 2025

Strategic Report

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

Principal Activity

The Company is authorised and regulated by the Financial Conduct Authority as an Authorised Electronic Money Institution (FRN 978706). The Company provides acquiring and related payment services to merchants.

The company is a wholly owned subsidiary of Unlimit Holding EU Limited based in Cyprus. The Group is actively engaged in financial, technology and ancillary businesses across the globe. The core focus of the Group includes the provision and facilitation of payment and ancillary services, the operation of accounts of various purposes, the issuing of payment instruments, the acquiring of payment instruments and transactions, and the development of financial technology related software and infrastructure.

Review of the Business

This is the second year in which the company has generated revenue from acquiring services representing commissions earned from processing card transactions, settlement services and related acquiring operations.

Turnover increased from £1.9 million to £5.6 million during the year as a result of growth in merchant activity and the onboarding of new customers. The operating loss reduced from £2.5 million to £1.1 million reflecting increased scale and improving operating performance. Net assets increased to £1.8 million (2024: £0.4 million), supported by shareholder contributions during the year.

Principal Risks and Uncertainties

The Company is part of a group headed by Unlimit Holding EU Limited , registered in Cyprus. Principal risks and uncertainties relevant to the consolidated group are disclosed in the group’s strategic report. The directors consider these risks to be broadly representative of those faced by the Company.

In addition to risks disclosed in the group’s consolidated report, the Company faces specific risks as an FCA-authorised Electronic Money Institution, including safeguarding compliance, regulatory compliance i.e adherence to payment Services Regulations 2017 and evolving FCA expectations,settlement liquidity to manage timely settlement of e-commerce transactions and maintaining adequate liquidity buffers. These risks are monitored regularly by the UK management team to ensure operational resilience and ongoing compliance with FCA regulations.

Future Developments

The Company intends to continue expanding its merchant base and payment processing activities while maintaining compliance with applicable regulatory requirements.

Financial Instruments

The principal financial risks arising from the Company's activities are credit risk, liquidity risk and operational risk associated with the provision of payment processing and acquiring services.

The Company's risk management framework is designed to identify, assess and manage these risks and to maintain compliance with applicable regulatory capital and safeguarding requirements. The Board regularly reviews the Company's risk profile and the effectiveness of the controls established to manage these risks.

The Company forms part of a wider group and certain treasury and risk management policies are established at group level. Further information regarding the Group's overall risk management objectives and policies is included in the consolidated financial statements of the ultimate parent company.

Key Performance Indicators

The directors monitor the Company's performance using a number of financial and operational key performance indicators considered most relevant to its acquiring and payment processing activities.

The principal indicators monitored during the year were:

Revenue, which increased to £5.6 million (2024: £1.9 million);
Transaction volumes and transaction values processed through the Company's acquiring platform;
Active merchant numbers;
Operating loss of £1.1 million (2024: £2.5 million loss);
Regulatory capital adequacy and liquidity levels, which are monitored to ensure continued compliance with FCA requirements.

...CONTINUED

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Unlimit UK Ltd

Strategic Report (continued)

For The Year Ended 31 December 2025

Key Performance Indicators - continued

The directors consider these measures to be key indicators of the Company's financial performance, operational development and regulatory compliance.

Section 172(1) Statement

The Company is part of a group headed by Unlimit Holding EU Limited, registered in Cyprus. While certain strategic decisions are made at group level, the UK directors have acted in accordance with Section 172(1) of the Companies Act 2006, having regard to the long-term success of the Company and the interests of its stakeholders.

The directors of the company have acted in good faith to promote the success of the company for the benefit of its members as a whole, in accordance with Section 172(1) of the Companies Act 2006. In doing so, they have had regard to:

- The likely long-term consequences of decisions, particularly in relation to strategic investments in acquiring services and payment infrastructure.

- The interests of employees and contractors, including those supporting compliance, technology, and client onboarding.

- The need to foster business relationships with merchants, payment partners, and regulatory bodies such as the Financial Conduct Authority.

- The impact of operations on the community and environment, including data protection, financial inclusion, and responsible innovation.

- The desirability of maintaining a reputation for high standards of business conduct, especially in regulated financial services.

- The need to act fairly between members of the company.

The directors regularly review stakeholder feedback, regulatory developments, and operational performance to ensure that decisions align with the company’s strategic objectives and regulatory obligations as an authorised Electronic Money Institution.

On behalf of the board

Igor Popovich

Director

18 September 2026

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Unlimit UK Ltd

Company No. 14173267

Directors' Report For The Year Ended 31 December 2025

Directors' Report

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

Directors

The directors who held office during the year were as follows:

Igor Popovich
Evdokia Christoforou	Resigned	04/06/2026
Dmytro Disskiy	Resigned	27/04/2026
Iuliia Shevchenko	Appointed	04/06/2026

Streamlined Energy and Carbon Reporting

The company consumed less than 40,000 kWh of energy during the reporting period and is therefore exempt from the detailed energy and carbon reporting requirements under the SECR regulations.

Matters covered in the Strategic Report

Disclosures required under s416(4) of the Companies Act 2006 are commented upon in the Strategic Report as the directors consider them to be of strategic importance to the business.

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, the Directors' Report and the 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, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', 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 the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

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Unlimit UK Ltd

Directors' Report (continued)

For The Year Ended 31 December 2025

Independent Auditors

The auditors, The Corporate Practice Limited, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

Igor Popovich

Director

18 September 2026

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Independent Auditor's Report

to the Members of

Unlimit UK Ltd

Independent Auditor's Report

Opinion

We have audited the financial statements of Unlimit UK Ltd for the year ended 31 December 2025 which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes of Equity, Cash Flow Statement and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

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 entity's ability to continue as a going concern for a period of at least 12 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. In connection with our audit of the financial statements, 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 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.

Opinions on Other Matters Prescribed by the Companies Act 2006

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

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

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Independent Auditor's Report (continued)

to the Members of

Unlimit UK Ltd

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:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records or returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 4—5, 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 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, forgery, collusion, omissions or intentional misrepresentations.

We obtained an understanding of the legal and regulatory framework applicable to the Company and considered the risk of acts contrary to applicable laws and regulations, including fraud. We focused on those laws and regulations that could reasonably be expected to have a material effect on the financial statements, including the Companies Act 2006, FCA regulations, employment legislation and taxation legislation.

Our procedures included enquiries of management, review of board minutes and regulatory correspondence, consideration of actual or potential litigation and claims, testing of journal entries, review of transactions around the year end and analytical procedures to identify unusual or unexpected relationships.

The Senior Statutory Auditor considered the experience and expertise of the engagement team to ensure appropriate competence and capabilities, including the use of specialists where necessary.

We also evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and identified risks relating to inappropriate journal entries and the timing of revenue recognition. In response, we tested journal entries and selected revenue transactions recorded around the year end to assess whether revenue had been recognised in the appropriate accounting period.

We evaluated the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 identified during our audit.

No instances of material non-compliance were identified. However, because of the inherent limitations of an audit, there remains an unavoidable risk that material misstatements, including those arising from fraud, may not be detected, even though the audit has been properly planned and performed in accordance with ISAs (UK).

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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Independent Auditor's Report (continued)

to the Members of

Unlimit UK Ltd

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 that 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.

Devender Arora, FCA (Senior Statutory Auditor)

for and on behalf of The Corporate Practice Limited , Statutory Auditor

18 September 2026

The Corporate Practice Limited

Chartered Accountants and Statutory Auditors

65 Delamere Road

Hayes

Middlesex

UB4 0NN

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Unlimit UK Ltd

Profit and Loss Account

For The Year Ended 31 December 2025

Profit and Loss Account

		2025	2024
	Notes	£	£
TURNOVER	3	5,638,290	1,938,342
Cost of sales		(3,010,734 )	(1,243,735 )

GROSS PROFIT		2,627,556	694,607

Administrative expenses		(3,686,649 )	(3,153,256 )

OPERATING LOSS	4	(1,059,093 )	(2,458,649 )
Other interest receivable and similar income		180,137	18,165

LOSS BEFORE TAXATION		(878,956 )	(2,440,484 )
Tax on Loss		-	-

LOSS AFTER TAXATION BEING LOSS FOR THE FINANCIAL YEAR		(878,956 )	(2,440,484 )

The notes on pages 14 to 21 form part of these financial statements.

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Unlimit UK Ltd

Statement of Comprehensive Income

For The Year Ended 31 December 2025

Statement of Comprehensive Income

	2025	2024
	£	£
LOSS FOR THE FINANCIAL YEAR	(878,956 )	(2,440,484 )
OTHER COMPREHENSIVE INCOME FOR THE YEAR	-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR	(878,956)	(2,440,484)

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Unlimit UK Ltd

Balance Sheet

As At 31 December 2025

Balance Sheet

		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	9		492,020		572,909

			492,020		572,909
CURRENT ASSETS
Debtors	10	5,456,159		712,636
Cash at bank and in hand		8,244,657		6,535,119

		13,700,816		7,247,755
Creditors: Amounts Falling Due Within One Year	11	(12,417,639 )		(7,398,594 )

NET CURRENT ASSETS (LIABILITIES)			1,283,177		(150,839 )

TOTAL ASSETS LESS CURRENT LIABILITIES			1,775,197		422,070

NET ASSETS			1,775,197		422,070

CAPITAL AND RESERVES
Called up share capital	12		2,715,000		2,715,000
Shareholder contribution reserve			2,734,223		502,140
Profit and Loss Account			(3,674,026 )		(2,795,070 )

SHAREHOLDERS' FUNDS			1,775,197		422,070

On behalf of the board

Igor Popovich

Director

18 September 2026

The notes on pages 14 to 21 form part of these financial statements.

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Unlimit UK Ltd

Statement of Changes in Equity

For The Year Ended 31 December 2025

Statement of Changes in Equity

	Share Capital	Shareholder contribution reserve	Profit and Loss Account	Total
	£	£	£	£
As at 1 January 2024	2,500,000	-	(354,586 )	2,145,414
Loss for the year and total comprehensive income	-	-	(2,440,484 )	(2,440,484)

Arising on shares issued during the period	215,000	-	-	215,000
Addition during the year	-	502,140	-	502,140

As at 31 December 2024 and 1 January 2025	2,715,000	502,140	(2,795,070 )	422,070


Loss for the year and total comprehensive income	-	-	(878,956 )	(878,956)

Addition during the year	-	2,232,083	-	2,232,083

As at 31 December 2025	2,715,000	2,734,223	(3,674,026 )	1,775,197

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Unlimit UK Ltd

Statement of Cash Flows

For The Year Ended 31 December 2025

Statement of Cash Flows

		2025	2024
	Notes	£	£
Cash flows from operating activities
Net cash generated from operations	1	1,530,520	6,237,913

Net cash generated from operating activities		1,530,520	6,237,913

Cash flows from investing activities
Purchase of tangible assets		(1,119 )	-
Interest received		180,137	18,165

Net cash generated from investing activities		179,018	18,165

Cash flows from financing activities
Proceeds from issue of share capital		-	215,000



Increase in cash and cash equivalents		1,709,538	6,471,078
Cash and cash equivalents at beginning of year	2	6,535,119	64,041

Cash and cash equivalents at end of year	2	8,244,657	6,535,119

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Unlimit UK Ltd

Notes to the Statement of Cash Flows

For The Year Ended 31 December 2025

Notes to the Statement of Cash Flows

1. Reconciliation of loss for the financial year to cash generated from operations

	2025	2024
	£	£
Loss for the financial year	(878,956 )	(2,440,484 )
Adjustments for:
Interest income	(180,137 )	(18,165 )
Depreciation of tangible assets	82,008	82,024
Movements in working capital:
(Increase)/decrease in trade and other debtors	(2,511,440 )	1,792,570
Increase in trade and other creditors	5,019,045	6,821,968

Net cash generated from operations	1,530,520	6,237,913

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2025	2024
	£	£
Cash at bank and in hand	8,244,657	6,535,119

Included within cash at bank and in hand is £8,157,815 (2024: £5,891,784) of safeguarded customer funds held in designated safeguarding accounts in accordance with the Electronic Money Regulations 2011 and the Payment Services Regulations 2017. These amounts are held separately from the Company's own funds and are not available for general corporate purposes.

3. Analysis of changes in net funds

	As at 1 January 2025	Cash flows	As at 31 December 2025
	£	£	£
Cash at bank and in hand	6,535,119	1,709,538	8,244,657

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Unlimit UK Ltd

Notes to the Financial Statements

For The Year Ended 31 December 2025

Notes to the Financial Statements

1. General Information

Unlimit UK Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 14173267 . The registered office is 2 Seething Lane, 7th Floor, London, EC3N 4AT.

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 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

The directors have not identified any material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern.

In making this assessment, the directors have considered the Company's financial position, available liquidity, regulatory capital requirements and the principal risks and uncertainties facing the business. The Company is an FCA-authorised Electronic Money Institution and continues to maintain appropriate capital and liquidity resources to support its operations.

The directors have also considered the broader economic and regulatory environment in which the Company operates and have reviewed the Company's recent trading performance and cash resources. Certain cash balances held by the Company represent safeguarded funds held on behalf of merchants and are therefore not available for the general working capital purposes of the Company. The directors have considered the Company's own available financial resources separately from safeguarded funds when assessing going concern.

In addition, the ultimate parent undertaking has confirmed that it will provide such financial support as may be required to enable the Company to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements.

Based on the above assessment, the directors are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on the going concern basis.

2.3. Turnover

Revenue earned by the Company is recognised in the following basis:

Fee and commission income and expense

Turnover comprises fees and commissions earned from processing card transactions, settlement services, and related acquiring operations. Revenue is recognised net of value added tax (VAT) and is measured at the fair value of consideration received or receivable, typically at the point of transaction authorisation or settlement.

2.4. Tangible Fixed Assets and Depreciation

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:

Plant & Machinery	10%
Fixtures & Fittings	10%

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.

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Unlimit UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.5. Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and in hand and deposits held at call with banks, together with other short-term highly liquid investments with original maturities of three months or less that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

The Company holds certain funds on behalf of merchants in accordance with applicable regulatory safeguarding requirements. Where such safeguarded funds are held in bank accounts controlled by the Company, they are included within cash and cash equivalents. Corresponding obligations in respect of these amounts are recognised within merchant payables and other settlement liabilities. Such safeguarded funds are not available for the general working capital purposes of the Company.

2.6. Financial Instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and the company does not have any Other Financial Instruments as covered by 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.

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.

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.

...CONTINUED

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Unlimit UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.6. Financial Instruments - continued

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.

Derecognition of financial liabilities

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

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 sum of the tax currently payable and deferred tax.

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.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.9. 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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

2.10. Shareholder's contribution reserve

This relates to capital introduced by the Company’s shareholder other than for the issue of shares by the Company in his capacity as equity owner of the Company for which the Company has no contractual obligation to repay them. Such capital introduced is recognised directly in equity as it relates to transactions with equity owners.

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Unlimit UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

3. Turnover

Analysis of turnover by class of business is as follows:

	2025	2024
	£	£
Acquiring services	5,638,290	1,938,342

4. Operating Loss

The operating loss is stated after charging:

	2025	2024
	£	£
Bad debts	-	71,067
Depreciation of tangible fixed assets	82,008	82,024

5. Auditor's Remuneration

Remuneration received by the company's auditors and their associates during the year was as follows:

	2025	2024
	£	£
Audit Services
Audit of the company's financial statements	22,000	18,000


Other Services
Other non-audit services	2,500	2,500

6. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	2025	2024
	£	£
Wages and salaries	2,130,054	1,835,172
Social security costs	271,381	232,775
Other pension costs	62,627	36,302

	2,464,062	2,104,249

7. Average Number of Employees

Average number of employees, including directors, during the year was: 20 (2024: 17)

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Unlimit UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

8. Tax on Profit

The tax (credit)/charge on the loss for the year was as follows:

	Tax Rate		2025	2024
	2025	2024	£	£
Current tax
UK Corporation Tax	25.0%	25.0%	-	-


Total tax charge for the period			-	-

The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the loss and the standard rate of corporation tax as follows:

	2025	2024
	£	£
Profit before tax	(878,956)	(2,440,484)

Tax on profit at 25% (UK standard rate)	(219,739 )	(610,121 )
Goodwill/depreciation not allowed for tax	20,502	20,506
Expenses not deductible for tax purposes	1,361	20,856
Capital allowances	(21,131 )	(25,428 )
Tax losses unutilised carried forward	219,007	594,187

Total tax charge for the period	-	-

The company has unutilised trading losses available for offset against future taxable profits. A deferred tax asset has been recognised in respect of these losses to the extent that it offsets the deferred tax liability arising from timing differences on fixed assets.

A deferred tax asset of approximately £0.9 million in respect of the remaining trading losses has not been recognised as there is insufficient evidence that sufficient future taxable profits will be available against which these losses can be utilised.

9. Tangible Assets

	Plant & Machinery	Fixtures & Fittings	Total
	£	£	£
Cost
As at 1 January 2025	590,822	98,288	689,110
Additions	1,119	-	1,119

As at 31 December 2025	591,941	98,288	690,229

Depreciation
As at 1 January 2025	100,445	15,756	116,201
Provided during the period	70,908	11,100	82,008

As at 31 December 2025	171,353	26,856	198,209

Net Book Value
As at 31 December 2025	420,588	71,432	492,020

As at 1 January 2025	490,377	82,532	572,909

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Unlimit UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

10. Debtors

	2025	2024
	£	£
Due within one year
Prepayments and accrued income	93,310	67,291
Other debtors	60,884	19,999
Amounts owed by group undertakings	5,259,983	584,259

	5,414,177	671,549
Due after more than one year
Other debtors	41,982	41,087

	5,456,159	712,636

11. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	9,282	113,209
Other taxes and social security	116,220	128,396
Other creditors	116,550	160,990
Transit account- Funds pending settlement	-	967,889
Accruals and deferred income	24,500	20,500
Amounts owed to group undertakings	1,595,236	-
Merchant payables	10,555,851	6,007,610

	12,417,639	7,398,594

Merchant payables principally represent amounts due to merchants in respect of transactions processed by the Company and awaiting settlement at the reporting date.

12. Share Capital

	2025	2024
Allotted, called up and fully paid	£	£
2,715,000 Ordinary Shares of £ 1.00 each	2,715,000	2,715,000

13. 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.

During the year the charge to the profit and loss account in respect of defined contribution schemes was £62,627 (2024: £36,302).

At the balance sheet date contributions of £16,063 (2024: £12,356) were due to the fund and are included in creditors.

14. Related Party Disclosures

The company has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.

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Unlimit UK Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

15. Controlling Parties

During the year 2024, the parent undertaking of the company was changed from Unlimit EU Limited to Unlimit Holding EU Limited. This was done through Unlimit EU Limited transferring its 100% subsidiary to its immediate and ultimate parent entity, Unlimit Holding EU Limited. Following this transfer the parent company and the ultimate parent undertaking is Unlimit Holding EU Limited.

The ultimate parent undertaking and that of the smallest and largest group for which group accounts are drawn up of which the company is a member is Unlimit Holding EU Limited (incorporated in Cyprus). Its registered office is 125, Georgiou Griva Digeni CY-3101 Limassol Cyprus .

Copies of the group accounts may be obtained from the company's registered office.

The Company’s ultimate controlling parties are Mr Pavel Maksimov and Mr Kirill Eves, who own 50% each of the share capital of the parent company.

16. Previous year figures

Previous year figures have been reclassified wherever considered necessary to facilitate comparison with the current year figures.

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