The director presents the annual report and financial statements for the year ended 31 December 2024.

As of 1 March 2019 the company ceased its film distribution activities and became non-operating. From 1 January 2024 the company became dormant.

The results for the year are set out on page 3.

The director has not recommended a dividend (2023: nil).

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

The company has granted an indemnity to its director against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third-party indemnity provision remains in force as at the date of approving the directors’ report.

As of 1 March 2019 the company ceased its film distribution activities and became non-operating, and from 1 January 2024 it became dormant. The financial statements have been prepared on a basis other than that of a going concern. No material adjustments arose as a result of ceasing to apply the going concern basis.

On 17 March 2025 the company filed in the United States Bankruptcy Court for the District of Delaware a voluntary petition for relief under Chapter 11 of the Bankruptcy Code.  The filing, being one of a total of 34 entities including the ultimate parent of the company, is being administered jointly under the case of Village Roadshow Entertainment Group USA Inc. 

On 14 August 2025 the company entered into a Deed of Settlement with the Commissioner of Taxation of the Commonwealth of Australia in relation to the outstanding tax audit matter.  Refer to Note 9 for more details.

There were no other material transactions which significantly affect the financial or operational position of the company since the end of the financial period.

In preparing this report the director has taken advantage of the small companies exemption provided by Section 415A of the Companies Act 2006. The director has also taken advantage of the small companies exemption provided by Section 414B of the Companies Act and not prepared a strategic report.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Village Roadshow Distribution UK Limited for the year ended 31 December 2024 which comprise the statement of income and retained earnings, the statement of financial position and the related notes from the company’s accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com/regulation.

This report is made solely to the board of directors of Village Roadshow Distribution UK Limited, as a body. Our work has been undertaken solely to prepare for your approval the financial statements of Village Roadshow Distribution UK Limited and state those matters that we have agreed to state to the board of directors of Village Roadshow Distribution UK Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Village Roadshow Distribution UK Limited and its board of directors as a body, for our work or for this report.

It is your duty to ensure that Village Roadshow Distribution UK Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and result of Village Roadshow Distribution UK Limited. You consider that Village Roadshow Distribution UK Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Village Roadshow Distribution UK Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

For the financial year ended 31 December 2024 the company was entitled to exemption from audit under Section 480 of the Companies Act 2006 relating to dormant companies.

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.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with Section 476.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

Village Roadshow Distribution UK Limited ("the company") is a private company limited by shares incorporated in England and Wales. The registered office is Suite 3, Second Floor, Friary Court, 13-21 High Street, Guildford, Surrey, GU1 3DG.

These financial statements have been prepared in accordance with "FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies' regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The director has prepared the financial statements in US dollars as they believe that this currency is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest US$.

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

As of 1 March 2019 the company ceased its film distribution activities and became non-operating, and as of 1 January 2024 it became dormant. The financial statements have been prepared on a basis other than that of a going concern. No material adjustments arose as a result of ceasing to apply the going concern basis.

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

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is measured at amortised cost, the impairment loss is the difference between the carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If an asset is measured at cost less impairment, the impairment loss is the difference between carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date. The impairment loss is recognised in profit or loss.

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

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

Basic financial liabilities, including trade and other payables, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

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

Financial liabilities are derecognised only when the entity's contractual obligations expire or are discharged or cancelled.

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

The 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 net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation.

A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Deferred tax assets and liabilities are calculated at the tax rates expected to apply when the asset is realised or the liability is settled.

Deferred tax assets and liabilities are not discounted.

Related parties

A related party is a person or entity that is related to the company;

(a) A person or a close member of that person's family is related to the company if that person:

(i) has control or joint control over the company;

(ii) has significant influence over the company; or

(iii) is a member of the key management personnel of the company or its parent.

(b) An entity is related to the company if any of the following conditions applies:

(i) The entity and the company are members of the same group (which means that each parent,

subsidiary and fellow subsidiary is related to the others).

(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a

member of a group of which the other entity is a member).

(iii) Both the entity and the company are joint ventures of the same third party.

(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

(v) The entity is a post-employment benefit plan for the benefit of employees of either the company or

an entity    related to the company. If the company is itself such a plan, the sponsoring employers

are also related to the company.

(vi) The entity is controlled or joint controlled by a person identified in (a).

(vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key

    management personnel of the entity (or of a parent of the entity).

(viii) The entity, or any member of a group of which it is part, provides key management personnel

services to the reporting entity or to the parent of the reporting entity.

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Refer to Note 9 for the significant judgements made by management in relation to the Australian Tax Office (ATO) tax matter.

The audit fee of the company for the prior period was borne by a related party.

The director did not receive any emoluments for his services to the company during the current period (2023 - US$nil). Amounts paid by related parties in relation to qualifying services were immaterial in both periods.

There were no employees other than the director during the current period (2023 - none).

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

The company has net operating losses of US$145,046 (2023: US$145,046) for which no deferred tax asset is recognised.

A provision against the full amount owed from related parties of US$2,594,060 (2023: US$2,594,060) has been recorded to reflect the director’s expectation of full payment not being received. A net provision of US$nil (2023: US$8,318) was made in the current period. Refer to Note 10 for more details”.

Amounts due to related parties are interest free and either have no fixed payment terms or are payable within 30 days.

Tax Audit

The company received a letter from the ATO on 31 May 2017 informing the company that the ATO was conducting an audit of the company's distribution arrangements in Australia and New Zealand which were entered into in 2004. The company responded to the ATO Information Request on 28 July 2017. A Position Paper was received from the ATO on 20 December 2017. The company provided a response to the Position Paper on 28 February 2018, refuting the position taken by the ATO, that the company is liable to royalty withholding tax at the rate of 30% on Australian source royalties received between 2004 and 2015.

On 27 May 2019 the company received an Australian Withholding Tax notice for A$65.6m in additional withholding tax plus general interest charge (GIC) calculated through 23 May 2019 of A$103.0m. GIC continues to accrue after 23 May 2019 at a rate reset each quarter.

On 14 August 2025 the company entered into a Deed of Settlement with the Commissioner of Taxation of the Commonwealth of Australia (“the Commissioner”).  Under the terms of the Deed of Settlement the Commissioner has withdrawn and agreed not to place any reliance on the notice given to the company on 27 May 2019.  In exchange the immediate parent entity of the company, Village Roadshow Film Administration Management Pty Ltd (“VRFAM”), paid the Commissioner the amount of A$0.05m together with the forfeiture of tax losses of A$4m and net capital losses of A$15m. 

The immediate parent of the company is Village Roadshow Film Administration Management Pty Ltd. The ultimate parent undertaking and controlling party and smallest group for which group financial statements are prepared that include the results of the company is VREG BVI. The address of its registered office is 2nd Floor, Palm Grove House, Wickhams Cay, Road Town, Tortola in British Virgin Islands. The financial statements of VREG BVI are not publically available.

On 17 March 2025 the company filed in the United States Bankruptcy Court for the District of Delaware a voluntary petition for relief under Chapter 11 of the Bankruptcy Code.  The filing, being one of a total of 34 entities including the ultimate parent of the company, is being administered jointly under the case of Village Roadshow Entertainment Group USA Inc. 

On 14 August 2025 the company entered into a Deed of Settlement with the Commissioner. Refer to Note 9 for more details.

There were no other material transactions which significantly affect the financial or operational position of the company since the end of the financial period.