Kyivstar Group Ltd 6-K, filed Nov 24, 2025
Kyivstar Group Ltd. (KYIV)
About this 6-K
Kyivstar Group Ltd filed this 6-K on November 24, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the Month of November
Commission
File Number:
(Translation of registrant’s name into English)
Unit 517, Level 5
Index Tower
Dubai International Financial Centre (DIFC)
United Arab Emirates
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On November 24, 2025, Kyivstar Group Ltd. published its unaudited interim condensed consolidated financial statements for the three and nine months period ended September 30, 2025, a copy of which is furnished hereto as Exhibit 99.1.
1
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 99.1 | Unaudited interim condensed consolidated financial statements for the three and nine months period ended September 30, 2025 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 24, 2025 | Kyivstar Group Ltd. | |
| By: | /s/ Boris Dolgushin | |
| Name: | Boris Dolgushin | |
| Title: | Chief Financial Officer | |
3
Exhibit 99.1
Unaudited interim condensed consolidated financial statements
Kyivstar Group Ltd.
As of and for the nine and three-month period ended September 30, 2025
TABLE OF CONTENTS
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 1 |
INTERIM CONDENSED CONSOLIDATED INCOME STATEMENT
for the nine and three-month periods ended September 30:
| Nine-month period | Three-month period | |||||||||||||||||
| (In millions of U.S. dollars except nominal value and per share data) | Note | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | 2 | |||||||||||||||||
| Service costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Impairment | ( | ) | ( | ) | ( | ) | ||||||||||||
| Loss on disposal of non-current assets | ( | ) | ( | ) | ( | ) | ||||||||||||
| Listing expense | 4 | ( | ) | ( | ) | |||||||||||||
| Other operating income | ||||||||||||||||||
| Operating profit / (loss) | ( | ) | ||||||||||||||||
| Finance costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Finance income | ||||||||||||||||||
| Other non-operating (loss) / gain, net | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net foreign exchange (loss) / gain, net | ( | ) | ( | ) | ||||||||||||||
| Profit / (loss) before tax | ( | ) | ||||||||||||||||
| Income tax expense | 3 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Profit / (loss) for the period | ( | ) | ||||||||||||||||
| Basic and diluted earnings / (loss) per share | $ | $ | $ | ( | ) | $ | ||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||
| Basic and diluted | 10 | |||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 2 |
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the nine and three-month periods ended September 30:
| Nine-month period | Three-month period | |||||||||||||||||
| (In millions of U.S. dollars) | Note | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Profit / (Loss) for the period | ( | ) | ||||||||||||||||
| Items that may be reclassified to profit or loss | ||||||||||||||||||
| Foreign currency translation | ( | ) | ( | ) | ||||||||||||||
| Fair value re-measurement of financial instruments | 7 | |||||||||||||||||
| Other | ||||||||||||||||||
| Other comprehensive income / (loss), net of tax | ( | ) | ( | ) | ||||||||||||||
| Total comprehensive income / (loss), net of tax | ( | ) | ||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 3 |
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as of:
| (In millions of U.S. dollars) | Note | September 30, 2025 | December 31, 2024* | |||||||
| Assets | ||||||||||
| Non-current assets | ||||||||||
| Property and equipment | 5 | |||||||||
| Intangible assets, excluding goodwill | 6 | |||||||||
| Goodwill | 6 | |||||||||
| Investments and derivatives | ||||||||||
| Other assets | ||||||||||
| Total non-current assets | ||||||||||
| Current assets | ||||||||||
| Inventories | ||||||||||
| Trade and other receivables | ||||||||||
| Receivables from related parties | 7, 11 | |||||||||
| Other financial assets | 7 | |||||||||
| Investments and derivatives | 7 | |||||||||
| Other assets | ||||||||||
| Cash and cash equivalents | 8 | |||||||||
| Total current assets | ||||||||||
| Total assets | ||||||||||
| Equity and liabilities | ||||||||||
| Equity | ||||||||||
| Equity attributable to equity owners of the parent | ||||||||||
| Total equity | ||||||||||
| Non-current liabilities | ||||||||||
| Debt and derivatives | 7 | |||||||||
| Provisions | ||||||||||
| Deferred tax liabilities | ||||||||||
| Other liabilities | ||||||||||
| Total non-current liabilities | ||||||||||
| Current liabilities | ||||||||||
| Trade and other payables | ||||||||||
| Debt and derivatives | 7, 11 | |||||||||
| Provisions | ||||||||||
| Current income tax payables | ||||||||||
| Other liabilities | ||||||||||
| Total current liabilities | ||||||||||
| Total equity and liabilities | ||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| * |
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 4 |
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the nine-month period ended September 30:
| Attributable to equity owners of the parent | ||||||||||||||||||||||||||||||||||
| (In millions of U.S. dollars except nominal value and per share data) | Note | Number of shares outstanding | Net investment attributable to owners of the parent | Issued capital | Capital Surplus | Other capital reserves | Retained earnings | Foreign currency translation | Total equity | |||||||||||||||||||||||||
| As of January 1, 2025 | ( | ) | ||||||||||||||||||||||||||||||||
| Retroactive effect of Capital Reorganization | ( | ) | ||||||||||||||||||||||||||||||||
| As of January 1, 2025, recasted | ( | ) | ||||||||||||||||||||||||||||||||
| Profit for the period | — | |||||||||||||||||||||||||||||||||
| Other comprehensive income | — | |||||||||||||||||||||||||||||||||
| Total comprehensive income | — | |||||||||||||||||||||||||||||||||
| Non-cash distribution, net | 4 | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| SPAC Merger, net of transaction costs | 4 | |||||||||||||||||||||||||||||||||
| Warrants exercised | 7 | |||||||||||||||||||||||||||||||||
| As of September 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||||
for the three-month period ended September 30, 2025:
| Attributable to equity owners of the parent | ||||||||||||||||||||||||||||||||||
| (In millions of U.S. dollars except nominal value and per share data) | Note | Number of shares outstanding | Net investment attributable to owners of the parent | Issued capital | Capital Surplus | Other capital reserves | Retained earnings | Foreign currency translation | Total equity | |||||||||||||||||||||||||
| As of July 1, 2025 | ( | ) | ||||||||||||||||||||||||||||||||
| Retroactive effect of Capital Reorganization | ( | ) | ||||||||||||||||||||||||||||||||
| As of July 1, 2025, recasted | ( | ) | ||||||||||||||||||||||||||||||||
| Profit for the period | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Other comprehensive income | — | |||||||||||||||||||||||||||||||||
| Total comprehensive income | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Non-cash distribution, net | 4 | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| SPAC Merger, net of transaction costs | 4 | |||||||||||||||||||||||||||||||||
| Warrants exercised | 7 | |||||||||||||||||||||||||||||||||
| Other | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| As of September 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||||
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 5 |
for the nine-month period ended September 30, 2024:
| Attributable to equity owners of the parent | ||||||||||||||||||||||||||||||||||
| (In millions of U.S. dollars except nominal value and per share data) | Note | Number of shares outstanding | Net investment attributable to owners of the parent | Issued capital | Capital surplus | Other capital reserves | Retained earnings | Foreign currency translation | Total equity | |||||||||||||||||||||||||
| As of January 1, 2024 | ( | ) | ||||||||||||||||||||||||||||||||
| Retroactive effect of Capital Reorganization | ( | ) | ||||||||||||||||||||||||||||||||
| As of January 1, 2024, recasted | ( | ) | ||||||||||||||||||||||||||||||||
| Profit for the period | — | |||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Total comprehensive income | — | ( | ) | |||||||||||||||||||||||||||||||
| As of September 30, 2024 | ( | ) | ||||||||||||||||||||||||||||||||
for the three-month period ended September 30, 2024:
| Attributable to equity owners of the parent | ||||||||||||||||||||||||||||||||||
| (In millions of U.S. dollars except nominal value and per share data) | Note | Number of shares outstanding | Net investment attributable to owners of the parent | Issued capital | Capital Surplus | Other capital reserves | Retained earnings | Foreign currency translation | Total equity | |||||||||||||||||||||||||
| As of July 1, 2024 | ( | ) | ||||||||||||||||||||||||||||||||
| Retroactive effect of Capital Reorganization | ( | ) | ||||||||||||||||||||||||||||||||
| As of July 1, 2024, recasted | ( | ) | ||||||||||||||||||||||||||||||||
| Profit for the period | — | |||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Total comprehensive income | — | ( | ) | |||||||||||||||||||||||||||||||
| As of September 30, 2024 | ( | ) | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 6 |
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the nine-month period ended September 30:
| Nine-month period | ||||||||||
| (In millions of U.S. dollars) | Note | 2025 | 2024 | |||||||
| Operating activities | ||||||||||
| Profit before tax | ||||||||||
| Non-cash adjustments to reconcile profit before tax to net cash flows | ||||||||||
| Depreciation, amortization and impairment loss | ||||||||||
| Loss on disposal of non-current assets | ||||||||||
| Listing expense | 4 | |||||||||
| Finance costs | ||||||||||
| Finance income | ( | ) | ( | ) | ||||||
| Other non-operating loss, net | ||||||||||
| Net foreign exchange loss / (gain), net | ( | ) | ||||||||
| Changes in trade and other receivables and prepayments | ( | ) | ||||||||
| Changes in inventories | ||||||||||
| Changes in trade and other payables | ||||||||||
| Changes in provisions, pensions and other | ||||||||||
| Interest paid | ( | ) | ( | ) | ||||||
| Interest received | ||||||||||
| Income tax paid | ( | ) | ( | ) | ||||||
| Net cash flows from operating activities | ||||||||||
| Investing activities | ||||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||||
| Payments on deposits | ( | ) | ( | ) | ||||||
| Inflows from loans granted, net | ||||||||||
| Receipts from / (investment in) financial assets | ( | ) | ||||||||
| Acquisition of subsidiaries, net of cash acquired | 4 | ( | ) | ( | ) | |||||
| Other proceeds from investing activities, net | ||||||||||
| Net cash flows used in investing activities | ( | ) | ( | ) | ||||||
| Financing activities | ||||||||||
| Repayment of Loan Note Payable | 4 | ( | ) | |||||||
| Proceeds from borrowings, net of fees paid | ||||||||||
| Repayment of debt | ( | ) | ( | ) | ||||||
| Proceeds from SPAC Merger, net of transaction costs | 4 | |||||||||
| Investment in shares of VEON Ltd. | ( | ) | ||||||||
| Net cash flows used in financing activities | ( | ) | ( | ) | ||||||
| Net (decrease) / increase in cash and cash equivalents | ( | ) | ||||||||
| Net foreign exchange difference | ( | ) | ||||||||
| Cash and cash equivalents at beginning of period | ||||||||||
| Cash and cash equivalents at end of period | 8 | |||||||||
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 7 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
GENERAL INFORMATION ABOUT THE COMPANY
| 1 | GENERAL INFORMATION |
Kyivstar Group Ltd. (the “Company” and collectively with its subsidiaries “Kyivstar Group”), an exempted company limited by shares, was incorporated under the laws of Bermuda with registration number 202504557, in Bermuda on March 7, 2025. The registered office of the Company is Victoria Place, 31 Victoria Street, Hamilton, HM10, Bermuda. The principal place of business is located at Index Towers (East Tower), Unit 517, Dubai (DIFC), United Arab Emirates.
The Company was formed for the purpose of becoming the ultimate parent company following the transactions contemplated in the business combination agreement, dated March 18, 2025 (the “Business Combination Agreement” or the “BCA”), by and among the Company, Cohen Circle Acquisition Corp. I (“CC” or “Cohen Circle”), a special purpose acquisition company (“SPAC”), VEON Amsterdam B.V., VEON Holdings B.V., and Varna Merger Sub Corp. (“Varna Merger Sub”).
On August 14, 2025, the Company and Cohen Circle consummated the Business Combination Agreement, as further explained below, pursuant to which (i) VEON Holdings Amsterdam B.V.’s shareholder contributed their shares in VEON Holdings B.V. to the Company in exchange of the Company’s shares at a pre-determined exchange ratio, becoming the Company’s controlling shareholder (the “Capital Reorganization”) and (ii) Cohen Circle’s shareholders contributed the net assets of Cohen Circle, which primarily consisted of cash and marketable securities held in trust and certain public warrant liabilities in exchange of the Company’s shares via a merger with Varna Merger Sub (the “SPAC Merger”). Cohen Circle Acquisition Corp. I subsequently changed its name to Kyivstar Cayman Corp. on August 14, 2025. Refer to Major developments during the nine-month period ended September 30, 2025 below and Note 4 for further details.
Kyivstar Group’s operations include the operations of the following entities (i) VEON Holdings B.V. (“VEON Holdings”) and (ii) JSC Kyivstar and its subsidiaries (“Kyivstar”).
In April 2025, VEON Ltd. undertook a pre-transaction reorganization of VEON Holdings (the “Reorganization”). This Reorganization was consummated through a Dutch legal demerger, as a result of which VEON Holdings, which remains domiciled in the Netherlands, holds only Kyivstar and its subsidiaries and certain other select assets and liabilities. The Reorganization was completed on April 8, 2025. As mentioned above, following the Capital Reorganization, the Company became the parent of VEON Holdings and the holding company of all operations of Kyivstar Group.
VEON Holdings was established as a private company with limited liability under the laws of the Netherlands on June 29, 2009. The registered office and principal place of business of VEON Holdings B.V. is located at Claude Debussylaan 88, 1082 MD Amsterdam, the Netherlands. The entity is an indirectly wholly owned subsidiary of VEON Ltd. (“VEON” or “Parent”).
The main operating company in Kyivstar Group is JSC Kyivstar (“Kyivstar”). JSC Kyivstar was established and registered on September 3, 1997 under the laws of Ukraine. JSC Kyivstar’s registered legal address is at 53 Degtyarivska St. Kyiv 03113 Ukraine. JSC Kyivstar’s head office is located at the registered legal address and the principal place of JSC Kyivstar’s business is its registered legal address. JSC Kyivstar has a main office in Kyiv, Ukraine.
JSC Kyivstar provides mobile connectivity services on 2G, 3G and 4G/LTE networks. Kyivstar also offers voice and data services on fixed networks, including mobile and fixed converged services in consumer and business segments. Its digital portfolio includes Kyivstar TV, offered on IPTV platforms as well as mobile, big data and technology services through Kyivstar.Tech, digital health services through Helsi, ride-hailing and delivery through Uklon, self-care application MyKyivstar and consumer cloud offerings as well as B2B services.
BASIS OF PRESENTATION
The SPAC Merger and Capital Reorganization has been accounted for with Cohen Circle being identified as the “acquired” entity for financial reporting purposes. Accordingly, the SPAC Merger has been accounted for as the equivalent of the Company issuing shares for the net assets of Cohen Circle, accompanied by a Capital Reorganization. Therefore, these interim condensed consolidated financial statements have been presented as a continuation of VEON Holdings and its subsidiaries as VEON Holdings is considered the accounting predecessor. Accordingly, all historical financial information presented in these interim condensed consolidated financial statements represents the accounts of VEON Holdings. The comparative financial information in relation to the shares and basic and diluted earnings per share prior to the Business Combination have been retroactively recast as shares reflecting the exchange ratio established in the Capital Reorganization.
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 8 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board, effective at the time of preparing the interim condensed consolidated financial statements. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the VEON Holdings audited annual combined financial statements as of and for the year ended December 31, 2024 as included in the Company’s prospectus deemed effective with the SEC on July 22, 2025.
As noted above, prior to the close of the Business Combination and Capital Reorganization, the financial statements were prepared on a combined basis using the carve-out principles described in the Company’s VEON Holdings audited annual combined financial statements as of and for the year ended December 31, 2024 as included in the Company’s prospectus deemed effective with the SEC on July 22, 2025. These interim condensed consolidated financial statements follow the same significant accounting policies as those included in the VEON Holdings’ most recent audited consolidated financial statements. Management believes that all adjustments that are required for a proper presentation of the financial information are incorporated in these interim condensed consolidated financial statements, except for the adoption of the new or revised standards, amendments and/or interpretations that became mandatory for periods beginning on or after January 1, 2025. See New Accounting Policies below for further details.
Certain amounts reported in the interim condensed consolidated statement of financial position have been reclassified in order to conform to the current period presentation.
The interim condensed consolidated financial statements have been prepared on a going concern basis. Due to the ongoing war between Russia and Ukraine, material uncertainties affecting the Company’s ability to continue as a going concern are discussed in detail at the end of this section.
These interim condensed consolidated financial statements do not necessarily reflect what the consolidated result of operations would have been had the Company existed as a separate independent legal group and had it therefore presented stand-alone interim condensed consolidated financial information during the periods presented. Further, these interim condensed consolidated financial statements may not be indicative of the Company’s future performance, financial position, or cash flows. Specifically, for all periods prior to the close of the Capital Reorganization the condensed combined financial statements were prepared using the carve-out principles described in VEON Holdings audited annual combined financial statements. Subsequent to the closing, the interim condensed consolidated financial statements are now prepared based on the actual results of the consolidated group.
The functional currency of Kyivstar is Ukrainian Hryvnia (“UAH”), the currency of the primary economic environment in which Kyivstar operates. The interim condensed consolidated financial statements are presented in United States dollars (“U.S. dollar” or “US$”). In these Notes, U.S. dollar amounts are presented in millions, except for share amounts and as otherwise indicated.
FOREIGN CURRENCY TRANSLATION
For the purpose of these interim condensed consolidated financial statements, the assets and liabilities measured in the functional currency are translated into U.S. dollars at exchange rates prevailing on the balance sheet date, whereas income and expenses are generally translated into U.S. dollars at historical monthly average exchange rates. Foreign currency translation adjustments resulting from the process of translating financial statements into U.S. dollars are reported in other comprehensive income and accumulated within a separate component of Equity.
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 9 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
BASIS OF CONSOLIDATION
The interim condensed consolidated financial statements comprise the
financial statements of the Company and its subsidiaries. Subsidiaries are all entities (including structured entities) over which the
Company has control.
| 2025 | 2024 | |||||||||||
| Name | Interest | Country of operation | Interest | Country of operation | ||||||||
| LLC Kyivstar.Tech | % | % | ||||||||||
| LLC Helsi Ukraine * | % | % | ||||||||||
| LLC Lan Trace | % | % | ||||||||||
| LLC Uklon Corporate * | % | |||||||||||
| LLC Uklon Tech * | % | |||||||||||
| LLC Uklon Ltd * | % | |||||||||||
| % | ||||||||||||
| VEON Holdings B.V. | % | |||||||||||
| Kyivstar Cayman Corp. | % | |||||||||||
| * |
In September 2024, JSC Kyivstar entered into a
share-purchase agreement to acquire
On March 19, 2025 JSC Kyivstar signed a
share purchase agreement (“SPA”) to acquire Uklon, consisting of
In May 2025, Kyivstar further increased its ownership
of Helsi Ukraine to
In the interim condensed consolidated financial statements subsidiary undertakings – which are those companies in which the Group directly or indirectly, has an interest of more than half of the voting rights or otherwise has power to exercise control over the operations – have been fully consolidated.
Intercompany transactions, balances and unrealized gains or losses on transactions between Kyivstar Group companies are eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with Kyivstar Group’s accounting policies.
NEW ACCOUNTING POLICIES
Revenue recognition policy - Uklon
Uklon earns commissions from drivers for facilitating ride-hailing services through its platform. Uklon recognizes revenue as an agent for these ride-hailing services, recording only the commissions collected from drivers, net of any incentives provided to drivers and any incentives provided by Uklon to riders requesting ride-hailing services, as revenue. Revenue is recognized upon completion of the ride, as this satisfies the performance obligation of facilitating the services. Uklon also has arrangements to provide advertising services to third parties that are interested in reaching users of the Uklon platform.
Derivative warrant liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to IAS 32 Financial Instruments: Presentation (“IAS 32”) and IFRS 9 Financial Instruments (“IFRS 9”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 10 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
The Company accounts for its
Earnings per share - basic and diluted
Basic net income (loss) per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed using the weighted average shares of common stock outstanding during the period and potentially dilutive common shares, including the effect of warrants to purchase shares of common stock using the treasury stock method. The weighted-average shares outstanding for all prior periods presented have been retroactively recast to reflect the capital structure following the Capital Reorganization.
Transaction Costs
Transaction costs of an equity transaction are accounted for as a reduction from equity to the extent that they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
GOING CONCERN
As of November 24, 2025, the war in Ukraine
is ongoing, millions of people have fled Ukraine, and the country has sustained significant damage to infrastructure and assets. Currently,
we have
The war has resulted in events and conditions that may cast significant doubt on the Company’s ability to continue as a going concern:
| ● | We may need to record future impairment charges in Ukraine, which could be material, if the war continues or escalates and/or due to macroeconomic conditions. |
| ● | As of November 24, 2025, the Company continues to conclude that neither VEON Ltd. nor any of its subsidiaries is targeted by sanctions imposed by any of the United States, European Union (and individual EU member states) and the United Kingdom. However, the interpretation and enforcement of these sanctions and counter-sanctions may result in unanticipated outcomes and could give rise to material uncertainties, which could complicate our business decisions. For example, to protect U.S. foreign policy and national security interests, the U.S. government has broad discretion to at times impose a broad range of extraterritorial “secondary” sanctions under which non-U.S. persons carrying out certain activities may be penalized or designated as sanctioned parties, even if the activities have no ties, contact with, or nexus to the United States or the U.S. financial system at all. These secondary sanctions could be imposed on the Company or any of the Company’s subsidiaries if they were to engage in activity that the U.S. government determined was undertaken knowingly and rose to the level of material or significant support to, for, or on behalf of certain sanctioned parties. |
| ● | Ukraine has also implemented and may implement further sanctions or measures on individuals or entities
with close ties to Russia, which may negatively impact Kyivstar if VEON is considered by local Ukrainian authorities as being a company
controlled by sanctioned persons. In October 2023, VEON received notification from local custodian that the following percentages of the
corporate rights in our Ukrainian subsidiaries have been frozen: (i) |
Management has taken actions to address the events and conditions that may cast significant doubt on the Company’s ability to continue as a going concern:
| ● | We have implemented business continuity plans to address known contingency scenarios to ensure that we have adequate processes and practices in place to protect the safety of our people and to handle potential impacts to our operations in Ukraine. |
| ● | The Company actively engages with stakeholders, including suppliers, customers, and regulatory authorities, to proactively address potential disruptions. Diversification of supply chains and markets to reduce dependency on regions affected by the war is implemented where possible. Management also continues to review and update risk management policies to enhance resilience against the volatility stemming from the war. |
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 11 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
| ● | The Company continues to fund its operations for the next twelve months primarily through a combination
of existing liquidity and anticipated proceeds from its customers, including its wholesale business outside Ukraine. As of September 30,
2025, the Company holds US$ |
| ● | Management is actively monitoring any new developments in applicable sanctions to ensure that we continue to be in compliance and to evaluate any potential impact on the Company’s financial performance, operations, and governance. Management has actively engaged with sanctions authorities where appropriate. Management is engaging with authorities in Ukraine to address any concerns they have about the ownership and management of Kyivstar and to provide all necessary assurances to confirm that sanctioned individuals, including any beneficial owners of LetterOne, do not participate in the management of Kyivstar. |
| ● | On October 30, 2023, VEON announced that two appeals were filed with the relevant Ukrainian courts, challenging the freezing of the corporate rights in Kyivstar and UTC, noting that corporate rights in Kyivstar and UTC belong exclusively to VEON, and that their full or partial freezing or seizure directly violates the rights of VEON and its international debt and equity investors, and requesting the lifting of the freezing of its corporate rights in Kyivstar and UTC. In December 2023, the court rejected the Company’s appeals. On June 4, 2024, the CEO of VEON, in his capacity as a shareholder of VEON, filed a motion with Shevchenkivskiy District Court of Kyiv requesting cancellation of the freeze of corporate rights in the VEON group’s subsidiary Ukraine Tower Company. On June 26, 2024, the motion was supplemented to request cancellation of the freezing of corporate rights in the VEON group’s other Ukrainian subsidiaries: Kyivstar, Kyivstar.Tech and Helsi Ukraine. VEON continued its significant government affairs efforts to protect our assets in Ukraine. After the successful lifting of the court freeze of Kyivstar’s shares on November 29, 2024, VEON is working with its local custodian to remove all remaining restrictions on Kyivstar and its Ukrainian subsidiaries corporate rights. VEON is pursuing steps to meet the conditions required by the local custodian to lift the stipulated freeze. |
| ● | On August 14, 2025, VEON closed the previously announced business combination agreement between Kyivstar
Group Ltd. and Cohen Circle. In connection with the business combination agreement, Kyivstar Group Ltd. acquired all of the issued and
outstanding shares of VEON Holdings B.V. from VEON Amsterdam B.V. Following the closing of the BCA, on August 15, 2025, Kyivstar
Group Ltd.’s Common Shares and Warrants commenced trading on the Nasdaq Stock Market (the “Listing”) under the symbols
“KYIV” and “KYIVW”, respectively, making the Company the first and only pure-play Ukrainian investment opportunity
in U.S. stock markets. The Listing has broadened the Company’s US and international shareholder base with over |
The accompanying interim condensed consolidated financial statements have been prepared on a going concern basis. In accordance with IAS 1, Presentation of Financial Statements, the Company has determined that the aforementioned conditions and events, considered in the aggregate, may cast substantial doubt about the Company’s ability to continue as a going concern for at least 12 months after the date these interim condensed consolidated financial statements were authorized for issuance. Management expects the actions it has taken or will take will mitigate the risk associated with the identified events and conditions. However, given the uncertainty and exogenous nature of the ongoing war and potential future imposed sanctions as well as potential new counter-sanctions, management concluded that a material uncertainty remains related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern, such that it may be unable to realize its assets and discharge its liabilities in the normal course of business.
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 12 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
Major developments during the nine-month period ended September 30, 2025
Kyivstar Expands Digital Portfolio with Acquisition of Uklon, Ukraine’s Top Ride-Hailing Business
On March 19, 2025 JSC Kyivstar signed an
agreement to acquire
This strategic acquisition marks Kyivstar’s expansion into a new area of digital consumer services in line with VEON’s digital operator strategy. For further details refer to Note 4.
VEON completes first phase of Share Buyback Program
On January 27, 2025, the US$
VEON completes reorganization of VEON Holdings B.V.
On April 8, 2025, VEON announced that it had successfully completed the reorganization of VEON Holdings B.V.
Bond repayments
VEON Holdings B.V. repaid all of its
Kyivstar increases ownership stake in Helsi
In May 2025, Kyivstar and LLC “UKRAINIAN
INVESTMENT PLATFORM”, representing
Share capital
On July 8, 2025, the Company increased its
authorized share capital by US$
Completion of Business Combination Agreement
On July 10, 2025, VEON and Cohen Circle announced
the execution of non-redemption agreements (“NRAs”), totaling approximately US$
On August 12, 2025, the shareholders of CC
voted to approve and adopt the Business Combination Agreement and to approve and authorize CC to merge with Varna Merger Sub. In connection
with the vote to approve the Business Combination Agreement and the SPAC Merger, holders of
On August 14, 2025, the Company consummated
the Business Combination Agreement (the “Closing”). In connection with the Business Combination Agreement, the Company acquired
all of the issued and outstanding shares of VEON Holdings B.V. from VEON Amsterdam B.V. in exchange for
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 13 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
At the Closing, each share of CC Class A Ordinary
Shares issued and outstanding immediately prior to the Closing was automatically surrendered and exchanged for
At the Closing, each of the
Following the Closing, on August 15, 2025,
the Company’s Common Shares and Warrants commenced trading on the Nasdaq Stock Market under the symbols “KYIV” and “KYIVW”,
respectively, with VEON Amsterdam B.V. holding
Appointment of management and board
Effective June 1, 2025, Boris Dolgushin was appointed as Chief Financial Officer of the Company.
On August 14, 2025, the Company appointed Kaan Terzioğlu as Executive Chairman and Director, and Oleksandr Komarov as President. The Company also appointed Serdar Çetin, Betsy Z. Cohen, Augie K. Fabela II, Rt Hon Sir Brandon Lewis CBE, Burak Ozer, Duncan Perry, Michael R. Pompeo, Dmytro Shymkiv and Michiel Soeting as the directors of the Company.
Major developments during the nine-month period ended September 30, 2024
Cybersecurity Incident in Ukraine
The cybersecurity incident reported during 2023
had a significant impact for the nine-month period ended June 30, 2024 associated with the revenue loss arising from the customer loyalty
measures taken by Kyivstar in order to compensate for the inconvenience caused during the disruptions. The impact of these offers on operating
revenue in 2024 was US$
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 14 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
OPERATING ACTIVITIES OF THE GROUP
| 2 | SEGMENT INFORMATION |
The Kyivstar operations are considered as
| ● | Telecommunications revenue – service revenue from mobile and fixed connectivity services provided to individuals and corporate customers; |
| ● | Digital revenue – revenue from proprietary digital platforms and services |
Management evaluates Kyivstar’s performance on a regular basis, primarily based on earnings before interest, tax, depreciation, amortization, impairment, gain or loss on disposals of non-current assets, other non-operating gains or losses, and for certain non-recurring items such as listing expense (“Adjusted EBITDA”) along with assessing the capital expenditures excluding certain costs such as those for telecommunication licenses and right-of-use assets (“CAPEX excl. licenses and ROU”).
The following tables present the key financial information for the nine and the three-month period ended September 30, 2025:
For the nine-month period ended September 30:
| Telecommunications revenue | Digital revenue | Total revenue | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Kyivstar | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
| Selling, general and administrative expenses ** | Adjusted EBITDA | CAPEX excl. licenses and ROU* | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Kyivstar | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
| * |
| ** |
For the three-month period ended September 30:
| Telecommunications revenue | Digital revenue | Total revenue | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Kyivstar | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 15 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
| Selling, general and administrative expenses ** | Adjusted EBITDA | CAPEX excl. licenses and ROU* | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Kyivstar | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
| * | This includes capital expenditures on property, plant and
equipment, net of advances, of US$ |
| ** | Upon adoption of IFRIC agenda decision in July 2024, on the disclosure of revenues and expenses for reportable segments related to application of requirements of IFRS 8, the Company has included Selling, general and administrative expenses by reportable segment, including comparative information. |
The following table provides the reconciliation of Adjusted EBITDA to profit / (loss) before tax for the nine and three-month periods ended September 30:
| Nine-month period | Three-month period | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Total Adjusted EBITDA | ||||||||||||||||
| Adjustments to reconcile Total Adjusted EBITDA to Profit before tax | ||||||||||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Impairment | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss on disposal of non-current assets | ( | ) | ( | ) | ( | ) | ||||||||||
| Listing expense | ( | ) | ( | ) | ||||||||||||
| Finance costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Finance income | ||||||||||||||||
| Other non-operating (loss) / gain, net | ( | ) | ( | ) | ( | ) | ||||||||||
| Net foreign exchange (loss) / gain, net | ( | ) | ( | ) | ||||||||||||
| Profit / (loss) before tax | ( | ) | ||||||||||||||
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 16 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
| 3 | INCOME TAXES |
Income tax expense is the total of the current and deferred income taxes. Current income tax is the expected tax expense, payable or receivable on taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable or receivable in respect of previous years. Deferred income tax is the tax asset or liability resulting from a difference in income recognition between enacted or substantively enacted local tax law and group IFRS accounting.
Income tax expense consisted of the following for the nine and three-month periods ended September 30:
| Nine-month period | Three-month period | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Current income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Deferred income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Effective tax rate | % | % | ( | )% | % | |||||||||||
The difference between the statutory tax rate
in Ukraine of
Global Minimum Tax
The Company is in scope of the enacted Pillar
Two legislation and has performed an assessment of the Kyivstar Group’s exposure to Pillar Two income taxes. The assessment of the
potential exposure to Pillar Two income taxes is based on the most recent tax filings, country-by-country reporting and financial statements
for the constituent entities in the Kyivstar Group. Based on the assessment, the Pillar Two effective tax rates in the majority of jurisdictions
in which the Kyivstar Group operates are above
The Company has applied the IAS 12 exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 17 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
INVESTING ACTIVITIES OF THE GROUP
| 4 | SIGNIFICANT TRANSACTIONS |
During the nine-month period ended September 30, 2025
Business Combination Agreement
As discussed in Note 1, on August 14, 2025, the Company consummated the Business Combination Agreement which included the Capital Reorganization and SPAC Merger.
Capital Reorganization
In connection with the Business Combination Agreement,
the Company acquired all of the issued and outstanding shares of VEON Holdings B.V. from VEON Amsterdam B.V. in exchange for
SPAC Merger
The SPAC Merger was accounted for as a capital reorganization in accordance with IFRS 2 Share-based Payments (“IFRS 2”). Under this method of accounting, Cohen Circle is treated as the “acquired” company for financial reporting purposes and the Company as the accounting “acquirer”. The net assets of Cohen Circle were stated at historical cost, with no goodwill or other intangible assets recorded. The SPAC Merger, which is not within the scope of IFRS 3 Business Combinations (“IFRS 3”), since Cohen Circle did not meet the definition of a “business” pursuant to IFRS 3, was accounted for within the scope of IFRS 2. Any excess of fair value of the Company’s common shares issued over the fair value of Cohen Circle identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.
The consolidated financial statements of the merged company will represent a continuation of the financial statements of VEON Holdings, the principles and guidance on the preparation and presentation of the consolidated financial statements will be applied as follows:
| ● | the assets and liabilities of VEON Holdings recognized and measured in the financial statements at their carrying amounts immediately prior to the Capital Reorganization; |
| ● | the net investment of VEON Holdings is recognized in the financial statements at amounts immediately prior to the Capital Reorganization. Common shares and capital surplus have been adjusted retroactively to reflect the legal capital of the Company; and |
| ● | the comparative information presented in the financial statements are that of VEON Holdings. |
Non-redemption Agreements
On July 10, 2025, Cohen Circle and Kyivstar
Group Ltd. entered into non-redemption agreements (each, a “Non-Redemption Agreement”) with certain unaffiliated third parties
(the “Investors”) in exchange for such third party or third parties agreeing to vote in favor of the SPAC Merger and not to
redeem certain public Cohen Circle Class A Ordinary Shares, US$
The issuance of Kyivstar Group Ltd. shares to Cohen Circle shareholders as consideration for non-redemption and voting support has been classified as a share-based payment transaction under IFRS 2 as Kyivstar Group Ltd. issued shares as consideration for the non-redemption and voting agreements. The shares issued by Kyivstar Group Ltd. were recognized as an equity transaction, with the initial measurement at fair value. The fair value of the issued shares should be determined based on the market price and is included in the listing expense in the interim condensed consolidated income statement.
SPAC Public Shares
On August 12, 2025, the shareholders of CC
voted to approve and adopt the Business Combination Agreement and to approve and authorize CC to merge with Varna Merger Sub. In connection
with the vote to approve the Business Combination Agreement and the SPAC Merger, holders of
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 18 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
SPAC Sponsor Shares, including Sponsor Vesting Shares
Cohen Circle Sponsor I, LLC and Cohen Circle Advisors
I, LLC (collectively the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”) held
The Sponsor is not permitted to sell or transfer
Furthermore,
| a. |
| b. |
If the hurdles are not achieved under (a) and/or (b) above, such shares will be forfeited by the Sponsor.
The Sponsor vesting shares represent a potential contingent payment arrangement with the Sponsor and are considered a share-based payment under IFRS 2. The vesting is based on a market condition, linked to the Company’s share price. There is no service condition attached to the vesting of the shares. As a result, this condition is considered to be a non-vesting condition rather than a market condition. The non-vesting condition was taken into account when estimating the grant date fair value of the vesting shares issued. The IFRS 2 fair value of the Sponsor vesting shares was immediately expensed as part of the listing expense in the income statement. As the Sponsor vesting shares are classified as equity-settled share-based payment, there is no subsequent remeasurement of these shares.
The Company utilized a Monte Carlo simulation model to determine the fair value of the Sponsor vesting shares. The use of the Monte Carlo simulation model required the Company to make estimates and assumptions, such as expected volatility, expected term and risk-free interest rate which were based on the best information available to management at the time of closing.
Warrants
At the Closing, each of the
The warrants may be redeemed when the price per
common share equals or exceeds US$
| ● | in whole and not in part; |
| ● | at a price of US$ |
| ● | upon not less than 30 days’ prior written notice of redemption to each warrant holder; and |
If, and only if, the closing price of the Company’s
common shares equals or exceeds US$
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
As these warrants have been determined by management to be derivative instruments that will or might be settled other than by the exchange of a fixed amount of cash for a fixed number of own equity instruments, they meet the definition of financial liabilities. The Company has determined that the warrants should be classified as derivative financial liabilities under IFRS and measured at fair value with changes in fair value taken to the income statement.
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 19 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
Refer to Note 7 for Fair Value information.
The following table summarizes the proceeds raised and issuance costs incurred related to the SPAC Merger on August 14, 2025:
| Amount | ||||
| Proceeds from SPAC Trust | ||||
| SPAC professional fees | ( | ) | ||
| Proceeds from SPAC Merger | ||||
| Kyivstar Group professional fees | ( | ) | ||
| Net proceeds from SPAC Merger | ||||
The following table summarizes the impact to the Statement of Equity related to the SPAC Merger on August 14, 2025:
| Number of shares | Amount | |||||||
| Shares issued to SPAC public investors (at US$ | ||||||||
| Shares issued to SPAC non-redeeming shareholders (at US$ | ||||||||
| Shares issued to SPAC sponsor and Cantor (at US$ | ||||||||
| Shares issued to SPAC sponsor - Sponsor vesting shares, Tranche 1 (at US$ | ||||||||
| Shares issued to SPAC sponsor - Sponsor vesting shares, Tranche 2 (at US$ | ||||||||
| SPAC Merger equity issued | ||||||||
| Kyivstar Group professional fees | ( | ) | ||||||
| SPAC Merger equity issued, net of transaction costs | ||||||||
Listing expense
As discussed above, as the SPAC Merger was accounted for in accordance with IFRS 2, the difference in the fair value of the shares deemed to have been issued by the Company, and the fair value of the Cohen Circle’s identifiable net assets represented a service received by the Company, and thus was recognized as an expense upon consummation of the SPAC Merger.
Upon Closing, the excess fair value of the equity
interests deemed to have been issued to Cohen Circle as consideration over the fair value of Cohen Circle’s identifiable net assets
was recognized as a listing expense in the amount of US$
The following table displays the calculation of the listing expense recognized on August 14, 2025 for the period ended September 30, 2025:
| Number issued | Fair Value | |||||||
| Shares issued to SPAC public investors (at US$ | ||||||||
| Shares issued to SPAC non-redeeming shareholders (at US$ | ||||||||
| Shares issued to SPAC sponsor (at US$ | ||||||||
| Shares issued to SPAC sponsor - Sponsor vesting shares, Tranche 1 (at US$ | ||||||||
| Shares issued to SPAC sponsor - Sponsor vesting shares, Tranche 2 (at US$ | ||||||||
| Warrants issued to SPAC public investors (at US$ | ||||||||
| Fair value of consideration | ||||||||
| Fair value of Cohen Circle Net Assets acquired | ||||||||
Excess of fair value of consideration over Cohen Circle’s net assets (IFRS 2 charge for listing service) | ||||||||
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 20 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
Acquisition of Uklon
On March 19, 2025, JSC Kyivstar signed an agreement
to acquire Uklon Group, a leading Ukrainian ride-hailing and delivery platform. This strategic acquisition marks Kyivstar’s expansion
into a new area of digital consumer services in line with VEON’s digital operator strategy. Kyivstar acquired
The fair values of identifiable assets and liabilities of Uklon at the date of acquisition were:
| April 2, 2025 | ||||
| Non-current assets | ||||
| Intangible assets | ||||
| Current assets | ||||
| Trade and other receivables | ||||
| Cash and cash equivalents | ||||
| Non-current liabilities | ||||
| Deferred tax liability | ( | ) | ||
| Current liabilities | ||||
| Trade and employee related payables | ( | ) | ||
| Other current liabilities | ( | ) | ||
| Fair value of identifiable net assets | ||||
| Goodwill resulting from acquisition | ||||
| Purchase consideration | ||||
The following table shows the details of purchase consideration at the acquisition date:
| April 2, 2025 | ||||
| Cash paid * | ||||
| Fair value of contingent consideration | ||||
| Put option liability | ||||
| Total consideration | ||||
| * |
The following table shows the details of cash outflow during the nine-months ended September 30, 2025:
| September 30, 2025 | ||||
| Cash consideration | ||||
| Less: balances acquired | ||||
| Cash and cash equivalents | ( | ) | ||
| Net outflow of cash - investing activities | ||||
Contingent consideration of US$
Employees bonuses contingent consideration liability
related to the portion attributable to pre-acquisition service, recognized at the acquisition date at fair value, resulted from the replacement
of share-based payment rewards with new bonuses liability that is payable upon fulfillment of certain conditions under the SPA. The possible
outcomes range from US$ to US$
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 21 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
As part of the agreement, Kyivstar entered into
a symmetrical put and call option agreement for the remaining
The fair value of the customer base was determined
to be US$
The fair value of the trademark was determined
to be US$
The fair value of the developed technology intangible
asset was determined to be US$
The fair value of acquired trade and other receivables
is US$
The significant goodwill recognized from the acquisition of Uklon can be attributed to several factors, including Uklon’s strong brand value and established customer relationships, which enhance Kyivstar’s market position. Additionally, the integration of Uklon’s services is expected to create operational synergies, leading to cost savings and improved service offerings. The acquisition also allows for market expansion and increased subscriber growth potential, while Uklon’s technological expertise contributes to innovative capabilities. Overall, the goodwill reflects the anticipated future economic benefits arising from these elements. The goodwill will not be deductible for tax purposes.
There were no transactions recognized separately from the acquisition of assets and assumption of liabilities in the business combination.
From the date of acquisition, Uklon contributed
US$
| ● | differences in the accounting policies between Kyivstar Group and Uklon, and |
| ● | additional amortization that would have been charged on the assumption that the fair value adjustments to intangible assets had applied from January 1, 2025, together with their consequential tax effects. |
Acquisition-related costs of US$
The accounting for the purchase of Uklon is provisional as the valuation of certain intangible and long-term assets, accounts payable, other assets and liabilities, and residual goodwill related to this acquisition is not complete. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are preliminary based on management’s estimates and assumptions and may be subject to change as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date ending April 2, 2026).
During the three-month period ended September 30,
2025, Kyivstar recorded measurement period adjustments related to the acquisition of Uklon to reflect additional information identified
after the six-month period ended June 30, 2025. The adjustments include recognition of US$
There were no further significant transactions during the nine-month and the three-month period ended September 30, 2025, other than disclosed above and in Note 1.
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 22 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
| 5 | PROPERTY AND EQUIPMENT |
The following table summarizes the movement in the net book value of property and equipment for the nine-month period ended September 30:
| 2025 | 2024 | |||||||
| Balance as of January 1 | ||||||||
| Acquisitions | ||||||||
| Additions | ||||||||
| Depreciation | ( | ) | ( | ) | ||||
| Impairment | ( | ) | ( | ) | ||||
| Translation adjustment | ( | ) | ||||||
| Transfers and reclassifications | ( | ) | ( | ) | ||||
| Modifications and reassessments | ||||||||
| Disposals and write-off | ( | ) | ( | ) | ||||
| Divestment and reclassification to Held for sale | ( | ) | ||||||
| Balance as of September 30 | ||||||||
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 23 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
| 6 | INTANGIBLE ASSETS AND GOODWILL |
The following table summarizes the movement in the net book value of intangible assets, including goodwill for the nine-month period ended September 30:
| 2025 | 2024 | |||||||
| Balance as of January 1 | ||||||||
| Acquisitions* | ||||||||
| Additions | ||||||||
| Disposal and write-offs | ( | ) | ||||||
| Transfer and reclassification | ||||||||
| Amortization | ( | ) | ( | ) | ||||
| Currency translation | ( | ) | ||||||
| Balance as of September 30 | ||||||||
| * |
Included within total intangible asset movements for the nine-month period ended September 30, 2025, as shown above, are the following movements in goodwill for the group, per cash generating unit (“CGU”):
| 2025 | 2024 | |||||||
| Balance as of January 1 | ||||||||
| Acquisitions* | ||||||||
| Transfer and reclassification | ||||||||
| Balance as of September 30 | ||||||||
| * |
Goodwill is tested for impairment annually (at September 30) or when circumstances indicate the carrying value may be impaired. The Company’s impairment test is primarily based on fair value less cost of disposal calculations (Level 3 in the fair value hierarchy) using a discounted cash flow model, based on cash flow projections from business plans prepared by management. The Company considers, amongst other things, the relationship between its market capitalization and its book value, as well as the weighted average cost of capital and the quarterly financial performances of each CGU when reviewing for indicators of impairment in interim periods. Refer to the table above for an overview of the carrying value of goodwill.
Impairment losses
The Company performed annual impairment testing of goodwill as of September 30, 2025 and 2024. Based on the analysis performed, no impairment was identified for any CGUs.
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 24 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
FINANCING ACTIVITIES OF THE GROUP
| 7 | INVESTMENTS, DEBT AND DERIVATIVES |
The Company holds the following investments and derivative assets:
| September 30, 2025 | December 31, 2024 | |||||||
| At fair value | ||||||||
| Other financial assets - VEON Ltd. shares | ||||||||
| At amortized cost | ||||||||
| Loan receivable from VEON Amsterdam B.V. | ||||||||
| Indemnity receivable from VEON Amsterdam B.V. | ||||||||
| Other receivables from VEON Amsterdam B.V. | ||||||||
| Total Other financial assets - related party | ||||||||
| Investments and derivatives | ||||||||
| Security deposits and cash collateral | ||||||||
| Other investments | ||||||||
At fair value
Other financial assets
VEON Ltd. shares as of December 31, 2024
of US$
During the nine-month period ended September 30,
2025, the Company further purchased
At amortized cost
Indemnity receivable from VEON Amsterdam B.V.
(US$
Investment and derivatives
Security deposits and cash collateral consisted
of funds held in the account of a clearing company acting as an intermediary between Kyivstar and roaming and interconnect partners, amounting
to US$
As of December 31, 2024 other investments
at amortized cost predominantly include sovereign Ukrainian bonds held by Kyivstar, US$
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 25 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
The Company holds the following debt and derivative liabilities:
| September 30, 2025 | December 31, 2024 | |||||||
| At fair value | ||||||||
| Warrants | ||||||||
| Total at fair value | ||||||||
| At discounted redemption amount | ||||||||
| Put option liability | ||||||||
| Total at discounted redemption amount | ||||||||
| At amortized cost | ||||||||
| Bonds | ||||||||
| Interest accrued on Bonds | ||||||||
| Lease liabilities | ||||||||
| Other financial liabilities | ||||||||
| Loan Note Payable - VEON Amsterdam B.V. | ||||||||
| Total at amortized cost | ||||||||
| Total debt and derivatives | ||||||||
| Non-current | ||||||||
| Current | ||||||||
At fair value
Financial instruments measured at fair value are classified into one of the three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly;
Level 3 – Inputs that are not based on observable market data.
On a quarterly basis, the Company reviews if there are any indicators for a possible transfer between fair value hierarchy levels. This depends on how the Company is able to obtain the underlying inputs when assessing the fair valuations. During the nine-month period ended September 30, 2025, there were no transfers between Level 1, Level 2 and Level 3 fair value measurements.
The SPAC Merger (refer to Note 4) included the
issuance of
The Warrants are accounted for as liabilities and are measured at fair value as of each reporting period. As the Warrants are traded on an active market under the trading symbol “KYIVW”, the fair value of the warrants is a level 1 fair value measurement. Changes in the fair value of the Warrants are recorded in the statements of operations for each period within other non-operating (loss) / gain, net.
At discounted redemption amount
Put option liability represents Helsi put option
liability amounting to US$
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 26 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
At amortized cost
During the nine-month period, VEON Holdings
repaid all of its
As of September 30, 2025, Bonds represent
the principal amounts outstanding for April 2025 Old Notes US$
The lease liabilities are primarily (approximately
Other financial liabilities primarily include
contingent consideration payable for Uklon Group acquisition of US$
On August 13, 2025, in connection with the
consummation of the Business Combination Agreement, Kyivstar Group Ltd. issued a loan note payable (the “Loan Note Payable”)
to VEON Amsterdam B.V. in the aggregate principal amount of $
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 27 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
Significant changes in financial assets and financial liabilities
There were no significant changes in financial assets and financial liabilities during nine-month period ended September 30, 2025 and 2024, except as disclosed above.
Financing activities during the nine-month period ended September 30, 2025
Except for the Capital Reorganization, SPAC Merger, bond repayment transactions and Loan Note Payable disclosed above, there were no further significant financing activities during the nine-month period ended September 30, 2025.
Financing activities during the nine-month period ended September 30, 2024
There were no significant financing activities during the nine-month period ended September 30, 2024.
| 8 | CASH AND CASH EQUIVALENTS |
Cash and cash equivalents consisted of the following items:
| September 30, 2025 | December 31, 2024 | |||||||
| Cash and cash equivalents at banks and on hand | ||||||||
| Cash equivalents with original maturity of less than three months | ||||||||
| Cash and cash equivalents, as presented in the consolidated statement of cash flows | ||||||||
As of September 30, 2025, US$
Cash and cash equivalents with original maturity
of less than three months amounting to US$
The imposition of currency exchange controls or other similar restrictions on currency convertibility in Ukraine could limit Kyivstar Group’s ability to convert local currencies or repatriate local cash in a timely manner or at all, as well as remit dividends.
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 28 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
| 9 | DIVIDENDS AND CAPITAL DISTRIBUTIONS |
There were
| 10 | ISSUED CAPITAL AND RESERVES |
The Company’s issued share capital comprised of the following:
| September 30, 2025 | December 31, 2024 | |||||||
| Authorized common shares (nominal value of US$ | ||||||||
| Issued shares | ||||||||
| Weighted-average shares basic and diluted, recasted | ||||||||
Kyivstar Group Ltd. was incorporated on March
7, 2025 with an authorized share capital of US$
The issued shares presented as of December 31,
2024 have been retroactively recast to reflect the capital structure following the Capital Reorganization. For the nine and three-months
ended September 30, 2025 the
Subject to our bye-laws and to any shareholders’
resolution to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or
class of shares, for such time as we have authorized but unissued share capital the Kyivstar Group Ltd. Board has the power to issue Kyivstar
Group Ltd. Common Shares on such terms and conditions as the Kyivstar Group Ltd. Board may determine. Any increase in our authorized share
capital requires the approval of in excess of
The holders of Kyivstar Group Ltd. Common Shares are, subject to our bye-laws and Bermuda law, generally entitled to enjoy all the rights attaching to Kyivstar Group Ltd. Common Shares detailed below.
Except for treasury shares, each fully paid Kyivstar Group Ltd. Common Share entitles its registered holder to:
| ● | receive notice of, attend and participate in general meetings; |
| ● | have one vote per Kyivstar Group Ltd. Common Share on all issues voted upon at a general meeting, except for the purposes of cumulative voting for the election of the Kyivstar Group Ltd. Board, in which case each Kyivstar Group Ltd. Common Share shall have the same number of votes as the total number of members to be elected to the Kyivstar Group Ltd. Board and all such votes may be cast for a single candidate or may be distributed between or among two or more candidates; |
| ● | receive dividends approved by the Kyivstar Group Ltd. Board (any dividend or other money payable in respect of a share which has remained unclaimed for six years from the date when it became due for payment shall, if the Kyivstar Group Ltd. Board so resolves, be forfeited and cease to remain owing by Kyivstar Group Ltd.); |
| ● | in the event of our liquidation, receive a pro rata share of our surplus assets; and |
| ● | exercise any other rights of a common shareholder set forth in our bye-laws and Bermuda law. |
There are no sinking fund provisions attached to any of our shares. Holders of fully paid common shares have no further liability to Kyivstar Group Ltd. for capital calls.
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 29 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
ADDITIONAL INFORMATION
| 11 | RELATED PARTIES |
The immediate parent and the ultimate controlling shareholder of the Company are VEON Amsterdam B.V. and VEON Ltd., respectively.
Related parties, as defined by IAS 24, are natural persons or companies that can be influenced by Kyivstar Group Ltd., that can exert an influence on the Company or that are under the influence of another related party of the Company. Transactions with related parties were conducted at arm’s length.
The following table provides the total amount of transactions that have been entered into with related parties and their affiliates for the nine-month period ended September 30:
| 2025 | 2024 | |||||||||||||||||||
| Ultimate and Immediate parent | Entities under common control | Key Management Personnel | Ultimate and Immediate parent | Entities under common control | ||||||||||||||||
| Service costs | ( | ) | ( | ) | ||||||||||||||||
| Selling, general and administrative expenses | ( | ) | ||||||||||||||||||
| Finance costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Depreciation charge of right-of-use asset | ( | ) | ( | ) | ||||||||||||||||
| Other operating income | ||||||||||||||||||||
| Other operating expenses | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Finance income | ||||||||||||||||||||
| Total | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
The following table provides the total amount of transactions that have been entered into with related parties and their affiliates for the three-month period ended September 30:
| 2025 | 2024 | |||||||||||||||||||
| Ultimate and Immediate parent | Entities under common control | Key Management Personnel | Ultimate and Immediate parent | Entities under common control | ||||||||||||||||
| Service costs | ( | ) | ||||||||||||||||||
| Selling, general and administrative expenses | ( | ) | ||||||||||||||||||
| Finance costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Depreciation charge of right-of-use asset | ( | ) | ( | ) | ||||||||||||||||
| Other operating income | ||||||||||||||||||||
| Other operating expenses | ( | ) | ( | ) | ||||||||||||||||
| Finance income | ||||||||||||||||||||
| Total | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 30 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
The following table provides the total balance of accounts with related parties and their affiliates at the end of the relevant period:
| September 30, 2025 | December 31, 2024 | |||||||||||||||
| Ultimate and Immediate parent | Entities under common control | Ultimate and Immediate parent | Entities under common control | |||||||||||||
| Right-of-use assets - LLC “Ukraine Tower Company” | ||||||||||||||||
| Financial assets - VEON Amsterdam B.V. | ||||||||||||||||
| Indemnity receivable from VEON Amsterdam B.V. | ||||||||||||||||
| Other receivables from VEON Amsterdam B.V. | ||||||||||||||||
| Financial assets - VEON Ltd. | ||||||||||||||||
| Trade and other payables - LLC “Ukraine Tower Company” | ( | ) | ( | ) | ||||||||||||
| Trade and other payables - VEON Ltd. | ( | ) | ( | ) | ||||||||||||
| Lease liabilities - LLC “Ukraine Tower Company” | ( | ) | ( | ) | ||||||||||||
| Loan Note Payable - VEON Amsterdam B.V. | ( | ) | ||||||||||||||
| Financial liabilities payable to LLC “Ukraine Tower Company” | ( | ) | ||||||||||||||
| Other current liabilities - VEON Ltd. | ( | ) | ||||||||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| 12 | RISKS, COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES |
Other than disclosed below and elsewhere in these interim condensed consolidated financial statements, there were no material changes to risks, commitments, contingencies and uncertainties that occurred during the nine-month period ended September 30, 2025.
As of September 30, 2025, the Company has
potential tax exposures for which no provision is recognized under IAS 37, totaling US$
| 13 | EVENTS AFTER THE REPORTING PERIOD |
Settlement of Insurance Claim
In October 2025 the Company received insurance
compensation in the total amount of US$
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 31 |
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
| 14 | NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS ADOPTED BY THE GROUP |
The accounting policies adopted in the preparation of these unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the VEON Holdings B.V. audited annual combined financial statements as of and for the year ended December 31, 2024.
Certain new and amended standards became effective as of January 1, 2025, which did not have a material impact on Kyivstar Group’s interim condensed consolidated financial statements. Kyivstar Group has not early adopted any standards, interpretations or amendments that have been issued but have not yet become effective.
Dubai, November 24, 2025
Kyivstar Group Ltd.
| Kyivstar Group Ltd. | Unaudited interim condensed consolidated financial statements as of and for the period ended September 30, 2025 | 32 |