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Registered number: 15224414
TON APPS UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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TON APPS UK LIMITED
COMPANY INFORMATION
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Oleg Andreev (appointed 20 October 2023, resigned 2 March 2026)
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Dmitriy Malinovskiy (appointed 2 March 2026)
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TON APPS UK LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Profit or Loss and Other Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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TON APPS UK LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The director presents his report and the financial statements for the year ended 31 December 2025.
Director's responsibilities statement
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The director is responsible for preparing the Director's Report and the financial statements, in accordance with applicable law.
Company law requires the director to prepare financial statements for each financial year. Under that law he has elected to prepare the financial statements in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006.
Under company law the director must not approve the financial statements unless he is 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 director is required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and estimates that are reasonable and prudent;
∙state whether they have been prepared in accordance with IFRS Accounting Standards in conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements;
∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
∙use the going concern basis of accounting unless he either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The director is 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. He is responsible for such internal control as he determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and has general responsibility for taking such steps as are reasonably open to him to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The principal activity of the Company during the financial period was the publishing of the non-custodial crypto wallet Tonkeeper. Intellectual property rights for the above mentioned products were gained with the non-exclusive licence to use, further develop and sell the intellectual property rights on the Tonkeeper Wallet.
The loss for the year, after taxation, amounted to £4,363,246 (2024 - profit £103,132).
The director does not recommend the payment of any dividends in the period.
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TON APPS UK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The director who served during the year was:
Oleg Andreev (appointed 20 October 2023, resigned 2 March 2026)
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The Company's UK energy consumption during the period was less than 40,000 kWh. Disclosures related to greenhouse gas emissions, energy consumption and energy efficiency have therefore not been included.
The global cryptocurrency market has experienced significant growth in recent years, with continued expansion expected. Responsible institutions continued to strengthen their oversight of cryptocurrency businesses and progress is made towards integrating crypto into the broader financial ecosystems.
The Company's priorities for the coming year include continued launching of new customer features and products, enhancing existing customer experience on the GRAM (formerly TON) network, supporting retention and loyalty and lastly attracting new customers. The Company will additionally focus on expanding its network of partners, thriving to provide its final customers the best experience on the GRAM (formerly TON) network.
Disclosure of information to auditors
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The director at the time when this Director's Report is approved has confirmed that:
∙to his knowledge, there is no relevant audit information of which the Company's auditors are unaware, and
∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Small companies' exemption note
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In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
The auditors, HT Digital Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the director on 19 October 2026 and signed:
Dmitriy Malinovskiy
Director
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TON APPS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TON APPS UK LIMITED
We have audited the financial statements of Ton Apps UK Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Financial Position, the Statement of Comprehensive Income, the Statement of Changes in Equity, the Statement of Cash Flows 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 International Accounting Standards, in conformity with the requirements of the Companies Act 2006.
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 the Company’s income for the year ended 31 December 2025
∙have been properly prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.
Material uncertainty related to going concern
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We draw attention to note 1.2 disclosures in the financial statements. The volatility in GRAM and BTC price has a direct impact on the Company’s operations. The GRAM price affects the value of revenue and profits generated from business activities, in addition to the price and demand for its services. The price also affects the Company’s crypto assets as a store of value. Hence, sector-wide and TON ecosystem-specific events or conditions indicate the existence of material uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the Director with respect to going concern are described in the relevant sections of this report.
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TON APPS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TON APPS UK LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our report thereon. The directors are responsible for the other information contained within the Annual Report and Financial Statements. 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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Director's Report has been prepared in accordance with applicable legal requirements.
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 Director's 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
∙Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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TON APPS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TON APPS UK LIMITED (CONTINUED)
Responsibilities of directors
As explained more fully in the director's responsibilities statement on page 1, the Director is 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 Director determines 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 Director is 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 Director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditors' 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 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.
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:
∙We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant:
International Financial Reporting Standards (IFRS) and the Companies Act 2006.
∙We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management.
∙We challenged assumptions and judgments made by management in its significant accounting estimates.
We did not identify any key audit matters relating to irregularities, including fraud.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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TON APPS UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TON APPS UK LIMITED (CONTINUED)
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 Auditors' 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.
Nicholas R Newman (Senior Statutory Auditor)
for and on behalf of
HT Digital Ltd
Chartered Accountants & Statutory Auditors
101 New Cavendish Street
1st Floor South
London
W1W 6XH
19 October 2026
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TON APPS UK LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Year Ended 31 December 2025
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Period Ended 31 December 2024
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(Loss)/profit from operations
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(Loss)/profit for the year
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Total comprehensive income
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The notes on pages 12 to 32 form part of these financial statements.
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TON APPS UK LIMITED
REGISTERED NUMBER: 15224414
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Property, plant and equipment
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Trade and other receivables
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Cash and cash equivalents
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Trade and other liabilities
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Trade and other liabilities
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Issued capital and reserves
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Although the Company is small in its own right, it is not eligible for the audit exemption under section 477 of the Companies Act 2006 because it forms part of a group which exceeds the small group thresholds as defined in sections 383-384. The financial statements are therefore subject to statutory audit.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
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TON APPS UK LIMITED
REGISTERED NUMBER: 15224414
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements on pages 7 to 32 were approved and authorised for issue by the director on 19 October 2026 and were signed on its behalf by:
The notes on pages 12 to 32 form part of these financial statements.
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TON APPS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Total contributions by and distributions to owners
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 12 to 32 form part of these financial statements.
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TON APPS UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Year Ended
31 December 2025
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Period Ended
31 December 2024
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Cash flows from operating activities
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Payments to suppliers and employees
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Cash refunds from suppliers
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Cash generated from operations
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Net cash generated in operating activities
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Cash flows from investing activities
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Proceeds from disposal of Intangible Assets
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Net cash from investing activities
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Cash flows from financing activities
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Cash used in settlement of intercompany loan paid out in crypto
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Net cash (used in)/from financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at the beginning of the year
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Exchange loss on cash and cash equivalents
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Cash and cash equivalents at the end of the year
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The notes on pages 12 to 32 form part of these financial statements.
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies
The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). The policies have been consistently applied to all the periods presented, unless otherwise stated.
The Company reported a loss of £4,363,246 for the year ended 31 December 2025 (2024: profit of £103,132). At that date it had net liabilities of £4,260,112, cash and cash equivalents of £50,567 and current liabilities of £5,190,409, of which £2,612,231 is deferred income for prepaid services. The loss includes a realised loss on digital assets of £3,218,120 and an impairment charge of £290,207.
The Company’s ability to continue as a going concern is dependent on the continued value and usage of GRAM (formerly TON) and on the continued financial support of its immediate parent, Ton Apps Incorporated. The value of the Company’s revenue and profits is directly affected by the GRAM price. The Company also holds a significant amount of Bitcoin, which at 31 December 2025 had a carrying amount of £2,354,718, representing 85.13% of its digital asset holdings. Digital assets are carried at cost less impairment, so a sustained decline in the BTC or GRAM price would increase the likelihood of further impairment charges and reduce the value of the Company’s asset base.
The directors have prepared cash flow forecasts for the period of at least twelve months from the date of approval of these financial statements.
Ton Apps Incorporated, the immediate parent, has provided a letter of support confirming that it will provide financial support as and when required, for at least twelve months from the date of approval, to enable the Company to meet its liabilities as they fall due.
The directors have concluded that the going concern basis remains appropriate, but that a material uncertainty exists.
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control over a product or service to a customer. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received or receivable, net of trade discounts, value added tax, and other sales taxes.
The Company's revenue primarily comprises income generated from the publication and operation of a non-custodial cryptocurrency wallet.
Revenue is derived from four distinct activities:
1) Customers using paid services provided in Tonkeeper wallet.
2) Fees received from the business partners obtaining access to the Company’s Customers through Company’s application or website.
3) Fees received from the business partners publishing banners directing to their products in the Company’s application or website.
4) Customers buying subscriptions on the Company’s premium features of the Company’s solution for professional use.
Transaction-based fees are recognised at the point of the successful completion of the underlying transaction or service. Subscription fees and fees for premium feature access are recognised ratably over the period to which the service relates. Any upfront payments for services to be rendered in future periods are similarly recognised as deferred income and released to revenue as the services are provided.
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 before tax’ as reported in the Statement of Profit or Loss and Other 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 current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
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(ii) Current and deferred tax for the year
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Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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Property, plant and equipment
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Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following range:
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Intangible assets acquired separately
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Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses.
Intangible consisting of digital assets are determined to have an indefinite useful economic life and are held at a weighted average cost basis less impairment. These assets are not amortised but reviewed and tested for impairment on an annual basis.
Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a weighted average basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.
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Cash and cash equivalents
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Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
Accounts receivable are contractual rights to receive cash or crypto assets either on demand or on fixed or determinable dates, and are recognised as an asset in the Statement of Financial Position.
Receivables are recorded at the transaction price, representing consideration to which the entity expects to be entitled to in exchange for satisfying performance obligations. Accounts receivable denominated in crypto assets represent rights to receive a fixed amount of crypto assets at the time of invoicing.
In line with IFRS 9, the entity assesses its financial assets, including trade receivables, for expected credit losses.
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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Financial liabilities and equity instruments
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(i) Classification as debt or equity
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Debt and equity instruments issued by an entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by an entity are recognised at the proceeds received, net of direct issue costs.
Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.
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(iii) Financial liabilities
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All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.
However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the Company, and commitments issued by the Company to provide a loan at below-market interest rate are measured in accordance with the specific accounting policies set out below.
Financial liabilities subsequently measured at amortised cost
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held for trading, or (iii) designated as at FVTPL, are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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Financial liabilities and equity instruments (continued)
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(iii) Financial liabilities (continued)
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Foreign exchange gains and losses
For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments. These foreign exchange gains and losses are recognised in the 'finance income' or 'finance expense' line item, for gains and losses respectively, in profit or loss for financial liabilities that are not part of a designated hedging relationship.
The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss for financial liabilities that are not part of a designated hedging relationship.
See note regarding the recognition of exchange differences where the foreign currency risk component of a financial liability is designated as a hedging instrument for a hedge of foreign currency risk.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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Financial instruments risk disclosure
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A. Categories of Financial Instruments
The Company’s financial instruments comprise trade and intercompany receivables and payables, all of which are measured at amortised cost. The balances disclosed below are of carrying amounts for each financial instrument class as at the reporting date.
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Trade and other receivables
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The carrying amounts above approximate their fair values due to their short-term maturities. For avoidance of doubt, account receivable denominated in crypto currencies are not included in this note disclosure, as they are not deemed to constitute a financial asset under IFRS 9.
B. Credit Risk
The Company is exposed to credit risk in respect of trade receivables. Credit risk is managed by performing credit assessments on new customers where appropriate and by monitoring outstanding balances on an ongoing basis. The customer base is diversified and the Company has no significant concentrations of credit risk.
Trade receivables are subject to the Expected Credit Loss (ECL) model under IFRS 9. Given the short-term nature of the receivables and historically low levels of default, the ECL allowance is immaterial and has therefore not been presented separately.
The maximum exposure to credit risk at the reporting date is the carrying amount of trade receivables as disclosed above. The Company applies the simplified approach to expected credit losses under IFRS 9.
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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C. Liquidity Risk
Liquidity risk arises from the Company’s obligation to meet its financial liabilities as they fall due. The Company monitors cash flows to ensure it has sufficient resources to meet its obligations.
All trade and other payables are due within one year.
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D. Market risk - digital asset price volatility
From business activities the Company collects a blend of stablecoins and various high-volatility digital assets, including Bitcoin, Ethereum, and GRAM. The primary financial risk exposure stems from the inherent price volatility of the non-fiat-pegged assets, given the stability of the stablecoin portion.
To proactively mitigate this volatility exposure, the Company has implemented operational policies designed to minimize the duration of holding high-volatility assets. Specifically, the Company executes automated protocols to exchange received high-volatility cryptocurrencies for less volatile alternatives immediately upon receipt. This systematic control ensures that the economic value of the received consideration is stabilized rapidly, thereby confining the core credit risk assessment to traditional counterparty default risk rather than market price fluctuation.
With regard to liabilities, Trade Payables are predominantly denominated in fiat currencies (USD/GBP), which isolates these vendor obligations from digital asset market movements. Management actively monitors digital asset valuations and executes specific risk mitigation actions to reduce the net exposure to market volatility.
Although digital assets are accounted for under the cost model, significant or prolonged declines in market prices may give rise to indicators of impairment under IAS 36. Management therefore monitors digital asset price movements on an ongoing basis to assess whether impairment indicators exist at the reporting date.
As an illustration of the Company’s exposure to digital asset price volatility at the reporting date, a 30% decrease in the market price of high-volatility digital assets, including GRAM, at 31 December 2025, if sustained, would have increased the likelihood that an impairment assessment would be required in respect of digital assets with a carrying amount of approximately £806k. A corresponding increase in market prices would reduce the likelihood of impairment. This sensitivity analysis is provided for risk disclosure purposes only and does not represent a remeasurement of digital assets at fair value.
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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Increase / (decrease) in asset value
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The Company holds crypto assets measured at cost less impairment. Changes in crypto prices do not affect the carrying amount unless an impairment is recognised.
E. Market Risk - interest rate and other financial market risks
Other than digital asset price volatility as described above, the Company is not exposed to significant market risks. The Company does not have interest-bearing borrowings, derivative financial instruments, or material exposure to interest rate risk or foreign exchange risk at the reporting date.
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TON APPS UK LIMITED (the 'Company') is a private company limited by shares, incorporated in the United Kingdom. The Company's registered office is at 101 New Cavendish Street, 1st Floor South, London, W1W 6XH. The Company's principal activity is software publishing and operation.
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Functional and presentation currency
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These financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Use of estimation and judgements
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The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
The Company has exercised significant judgement in determining the appropriate accounting treatment for its revenue streams and cryptocurrency holdings.
A. Revenue streams
For Battery, Gasless and Plan Subscription services, the Company concluded it acts as a principal, as it controls the services before transfer to customers; revenue is therefore recognized on a gross basis. For Profit Share streams, the Company determined it acts as an agent because it does not control the underlying tokens or third-party services; revenue from these streams is recognized on a net basis in accordance with IFRS 15.
B. Cryptocurrency holdings
The Company also holds cryptocurrency assets, which are classified primarily as intangible assets under IAS 38 and measured at cost less impairment. However, a portion of these assets required for the Battery feature to ensure system functionality (e.g., paying network fees) is treated as inventory under IAS 2. Inventory is measured at the lower of cost and net realizable value, and write-downs are recognized when applicable.
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The following is an analysis of the Company's revenue for the year from continuing operations:
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Year Ended
31 December 2025
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Period Ended
31 December 2024
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Other income from battery
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Timing of revenue recognition:
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Year Ended
31 December 2025
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Period Ended 31 December 2024
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Services transferred at a point in time
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Services transferred over time
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The Company’s deferred revenue mainly relates to its Battery, which allows customers to prepay for blockchain transaction fees. Under this model, customers purchase a “battery” balance that Tonkeeper uses to cover network gas fees. These prepaid amounts are recorded as deferred revenue until the earlier of (i) the fulfillment of the underlying performance obligation, which occurs when the related blockchain transaction or service is successfully completed or (ii) the application of the dormancy fees after an extended period of non-use of the Battery in accordance with the terms of use.
As at 31 December 2025 the Company had deferred revenue of £6,114,895 (details are disclosed in Note 17).
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Year Ended
31 December 2025
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Period Ended 31 December 2024
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Realised Currency Gains or Losses
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Year Ended 31 December 2025
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Period Ended 31 December 2024
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Direct costs - In-app commission
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Year Ended 31 December 2025
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Period Ended 31 December 2024
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Director national insurance
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Employee national insurance
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Hotels, travel and subsistence
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Server & Infrastructure costs
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Advertising and promotion
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Depreciation - computer equipment
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Profit/loss on sale of tangible assets
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Impairment of crypto assets
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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During the year, the Company obtained the following services from the Company's auditors:
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Year Ended 31 December 2025
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Period Ended
31 December 2024
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Fees payable to the Company's auditors for the audit of the Company's financial statements
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Year Ended 31 December 2025
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Period Ended31 December 2024
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The average monthly number of employees, including directors, during the period was 2 (FY24: 1).
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Recognised in profit or loss
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Year Ended 31 December 2025
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Period Ended31 December 2024
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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12.1 Income tax recognised in profit or loss
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Current tax on profits for the year
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The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows:
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(Loss)/profit for the year
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Income tax expense (including income tax on associate, joint venture and discontinued operations)
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(Loss)/profit before income taxes
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Tax using the Company's domestic tax rate of 25% (2024:25%)
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Expenses not deductible for tax purposes, other than goodwill, amortisation and impairment
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Capital allowances for the year in excess of depreciation
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Capital loss not offset against trading income
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Changes in tax rates and factors affecting the future tax charges
There were no factors that may affect future tax charges.
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12.2 Current tax assets and liabilities
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Property, plant and equipment
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Accumulated depreciation and impairment
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Charge owned for the year
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Charge owned for the year
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Cost at acquisition (weighted average)
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During the year, the Company evaluated its cryptocurrency holdings for impairment due to volatility in digital asset markets. An impairment loss of £290,207 (2024: nil) was recognized in profit or loss, reflecting the excess of the carrying value over the fair value (determined by reference to active market quoted prices on major exchanges at the reporting date).
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Cryptocurrency held for consumption in provision of services
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The amount of inventories recognised as an expense during 2025 was £254,958 (2024 - £2,091,944) and included in cost of sales. In addition, inventories with a cost of £379,328 (2024: £117,191) were written down to net realisable value and the write-down was recognised in cost of sales. The write-downs arose because the market price of GRAM (formerly TON) at the reporting date was below the weighted average cost of the inventory held, following the decline in the GRAM price during the year.
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Trade and other receivables
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Trade Receivables - Crypto
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Receivables from related parties
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Prepayments and accrued income
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Total trade and other receivables
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As at reporting date, all trade and other receivables were classified as current.
As at 31 December 2025, the entity had a related party receivable balance of £1,429k (2024: 753k). This was an intercompany trade receivable due from the direct parent, Ton Apps Inc. This receivable was unsecured, interest-free, and repayable on demand, except where indicated. No provision for impairment was been recognised against these receivables.
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Total non-current trade and other payables
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Payables to related parties
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Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost
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Other payables - tax and social security payments
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Total current trade and other payables
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As at 31 December 2025, the entity had a related party payable balance of £2,375k (2024: £1,832k). This was an intercompany trade payable due to the direct parent, Ton Apps Inc. This payable was unsecured, interest-free, and repayable on demand, except where indicated.
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Ordinary shares of £1.00 each
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Description of share class
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Related party transactions
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Details of transactions between the Company and its related parties are disclosed below.
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19.1 Related Party transaction with Group Companies
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The Company entered into several arrangement with its immediate parent entity, Ton Apps Incorporated.
Related party transactions are as follows:
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Loan to Ton Apps Incorporated
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Other intercompany balances
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In addition to transactions with parent company as above, during the period, the Company entered into a service agreement with a related party entity. The related party, Ton App LLC, is a company under the control of the director of the reporting entity.
Services provided under this agreement were conducted on normal commercial terms and conditions. The total amount incurred under this agreement during the period was £400,743 (2024: £261,406). As at the reporting date, the amount outstanding is £53,110 (2024: £Nil).
The Company entered into a service agreement with a related party entity. The related party, OOO SAS, is a company under the control of a director of the reporting entity.
Services provided under this agreement were conducted on normal commercial terms and conditions. The total amount incurred under this agreement during the period was £86,686 (2024: £431,718). As at the reporting date, the amount outstanding is £Nil (2024: £288,527).
The companies above are deemed related parties due to a shared director. For avoidance of doubt, this refers to the outgoing director, Oleg Andreev, who was the sole director throughout the reporting period.
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19.2 Director's Loan
During the year the Company advanced a loan of £66,000 to its sole director. The loan was interest free and unsecured, and was fully repaid before the reporting date. No amount was outstanding at 31 December 2025.
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The immediate parent company of Ton Apps UK Limited is Ton Apps Incorporated, a company incorporated and domiciled in United Arab Emirates. The registered office is Office A, RAK DAO Business Centre, RAK BANK ROC Office, Ground Floor, Sheikh Mohammed Bin Zayed Road, Ras Al Khaimah, United Arab Emirates.
The ultimate controlling company is Top Group Limited, a company incorporated in United Arab Emirates. The registered address is 2323C, 2323D, 23rd Floor, Sky Tower, Shams Abu Dhabi, Al Reem Island, Abu Dhabi, United Arab Emirates.
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TON APPS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Notes supporting statement of cash flows
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Year Ended 31 December 2025
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Period Ended 31 December 2024
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Cash at bank available on demand
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The Company conducts a significant portion of its operations using digital assets. Receivables and payables are often settled in digital assets rather than fiat currency. As such, the volume of transactions is not directly mirrored in the cash flow statement.
Digital assets are recognised as Intangible assets, and the recognition policies can be seen in Note 1.6 Intangible Assets.
Cash receipts from customers is disclosed net of platform fees charged by respective app stores.
Proceeds from borrowings relates to an intercompany loan received in mixed consideration of fiat and crypto, but repaid exclusively in crypto.
Change in Director
On 2nd March 2026, Dmitriy Malinovskiy was appointed as the new Director of Ton Apps UK Limited. On the same day, the outgoing Director, Oleg Andreev, resigned.
Change of name of TON to GRAM
Following a community governance vote on 15th June 2026, the native cryptocurrency of The Open Network (TON) rebranded from Toncoin (TON) to Gram (GRAM).
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