SIGNIFICANT TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2025

The following table provides a summary of the proceeds raised net of transaction costs incurred in relation to the transaction:


			Amount
SPAC cash balance			178
SPAC accrued transaction costs			(16)
SPAC cash net of transaction costs			162
Transaction costs incurred by VEON			(30)
Net proceeds from the transaction			132

The following table provides a summary of the fair value of consideration and the calculation of the listing expense as of the transaction date:


USD in millions, except share/warrant and per share/warrant data	Per share/warrant value		Shares / Warrants	Fair Value
Ordinary shares	$	12.70	22,597,245	287
Vesting securities - Tranche 1	$	8.70	661,919	6
Vesting securities - Tranche 2	$	8.10	661,919	5
Warrants fair value (Note 18)	$	3.35	7,666,629	26
Fair value of consideration				324
Cohen Circle Net Assets Acquired				162
Excess of fair value of consideration over Cohen Circle’s net assets (IFRS 2 Charge for listing service)				162

The fair values of identifiable assets and liabilities of Uklon at the date of acquisition were:


			April 2, 2025
Non-current assets
Intangible assets			58

Current assets
Trade and other receivables			2
Cash and cash equivalents			12

Non-current liabilities
Deferred tax liability			(7)

Current liabilities
Trade and employee related payables			(6)
Other current liabilities			(10)

Fair value of identifiable net assets			49

Goodwill resulting from acquisition			109

Purchase consideration			158

The following table shows the details of purchase consideration at the acquisition date:


			April 2, 2025
Cash paid *			141
Fair value of contingent consideration			16
Put option liability			1
Total purchase consideration			158

* Total cash consideration consisted of US$129 for the acquisition of 97% of Uklon Group’s shares and a US$12 payment to settle employee awards.

The following table shows the details of cash outflow during the year ended December 31, 2025:


			December 31, 2025
Cash consideration			153
Less: balances acquired
Cash and cash equivalents			(12)
Net outflow of cash - investing activities			141

The following table shows the results for the Beeline Kyrgyzstan transaction that are accounted for in these financials as of December 31:


			2025
Sale consideration			45
Carrying amount of net assets at disposal *			(43)
Gain on sale before reclassification of foreign currency translation reserve			2
Reclassification of foreign currency translation reserve			(99)
Loss on disposal			(97)

* Net assets include US$5 relating to cash and cash equivalents at disposal.

The following table shows the assets and liabilities disposed on August 13, 2025 relating to Beeline Kyrgyzstan operations as of:


			August 13, 2025
Non-current assets
Property and equipment			39
Intangible assets			10
Deferred tax assets			3
Current assets
Inventories			1
Trade and other receivables			15
Other current assets			12
Total assets disposed			80

Non-current liabilities
Debt and derivatives			7
Current liabilities
Trade and other payables			22
Other non-financial liabilities			8
Total liabilities disposed			37

The following table shows the results for the Deodar sale transaction that are accounted for in these financials as of December 31:


			2025
Sale consideration			548
Carrying amount of net assets at disposal *			(200)
Gain on sale before reclassification of foreign currency translation reserve and sale and lease back implication			348
Right of use assets recognized			333
Lease liabilities recognized			(633)
Reclassification of foreign currency translation reserve			454
Gain on disposal			502

Deferred tax asset, net			109

* Net assets include US$7 relating to cash and cash equivalents at disposal.

The following table shows the assets and liabilities disposed on June 3, 2025 relating to Deodar operations as of:


			June 3, 2025
Non-current assets
Property and equipment			92
Goodwill			58
Deferred tax assets			65
Other non-current assets			1
Current assets
Trade and other receivables			357
Other current assets			65
Total assets disposed			638

Non-current liabilities
Debt and derivatives			27
Other non-current liabilities			9
Current liabilities
Trade and other payables			388
Debt and derivatives			14
Total liabilities disposed			438

The following table shows the assets and liabilities disposed of as the sale completion date, September 30, 2024:


			September 30, 2024
Non-current assets
Property and equipment			47
Intangible assets			1
Deferred tax assets			2
Other non-current assets			1

Current assets
Trade and other receivables			32
Other current assets			2
Cash and cash equivalents			2

Total assets disposed			87

Non-current liabilities
Debt and Derivatives			7
Other non-current liabilities			8

Current liabilities
Trade and other payables			12
Other non-financial liabilities			10
Total liabilities disposed			37

The following table shows the results for the disposal of TNS+ that are accounted for in these financial statements as of December 31, 2024:


			2024
Deferred consideration to be settled in cash			138
Carrying amount of net assets at disposal			(50)
Gain on sale before reclassification of foreign currency translation reserve and non-controlling interests			88
Derecognition of non-controlling interest			22
Reclassification of foreign currency translation reserve			(44)
Gain on disposal of TNS+			66

* Net assets include US$2 relating to cash and cash equivalents at disposal.