Company No: 12479008 (England and Wales)

Contents

• Balance Sheet
• Notes to the Financial Statements

	Note	31.12.2024		30.09.2023
		£		£
Fixed assets
Intangible assets	3	2,699,422		3,134,813
Tangible assets	4	22,253,649		16,761,500
Investments	5	1,546,697		1,546,697
		26,499,768		21,443,010
Current assets
Debtors	6	381,551		1,170,567
Cash at bank and in hand		433,154		666,023
		814,705		1,836,590
Creditors: amounts falling due within one year	7	( 30,143,078)		( 25,360,076)
Net current liabilities		(29,328,373)		(23,523,486)
Total assets less current liabilities		(2,828,605)		(2,080,476)
Net liabilities		( 2,828,605)		( 2,080,476)
Capital and reserves
Called-up share capital	8	1		1
Profit and loss account		( 2,828,606 )		( 2,080,477 )
Total shareholder's deficit		( 2,828,605)		( 2,080,476)

For the financial period ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial period in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Profound UK Holdings Limited (registered number: 12479008) were approved and authorised for issue by the Board of Directors on 15 September 2025. They were signed on its behalf by:

C Wong Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Profound UK Holdings Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 6/F Craven House, 119 - 123 Kingsway, London, WC2B 6PA, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Reporting period length

To align the Company's year end with other related entities, the current reporting period covers the 15 months to 31 December 2024. The comparative reporting period covers the 12 month period to 30 September 2023.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Goodwill

10 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Land and buildings	not depreciated
Assets under construction	not depreciated
Plant and machinery	20 % reducing balance
Vehicles	25 % reducing balance
Fixtures and fittings	15 % reducing balance
Computer equipment	3 years straight line
Other property, plant and equipment	20 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

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

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

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

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2. Employees

	Period from 01.10.2023 to 31.12.2024		Year ended 30.09.2023
	Number		Number
Monthly average number of persons employed by the Company during the period, including directors	2		2

3. Intangible assets

	Goodwill		Total
	£		£
Cost
At 01 October 2023	3,483,126		3,483,126
At 31 December 2024	3,483,126		3,483,126
Accumulated amortisation
At 01 October 2023	348,313		348,313
Charge for the financial period	435,391		435,391
At 31 December 2024	783,704		783,704
Net book value
At 31 December 2024	2,699,422		2,699,422
At 30 September 2023	3,134,813		3,134,813

4. Tangible assets

	Land and buildings		Assets under construc- tion		Plant and machinery		Vehicles		Fixtures and fittings		Computer equipment		Other property, plant and equipment		Total
	£		£		£		£		£		£		£		£
Cost
At 01 October 2023	8,066,097		8,539,925		158,259		0		0		0		0		16,764,281
Additions	15,112		5,339,600		13,105		59,896		9,027		3,845		110,578		5,551,163
At 31 December 2024	8,081,209		13,879,525		171,364		59,896		9,027		3,845		110,578		22,315,444
Accumulated depreciation
At 01 October 2023	0		0		2,781		0		0		0		0		2,781
Charge for the financial period	0		0		41,873		9,983		994		1,291		4,873		59,014
At 31 December 2024	0		0		44,654		9,983		994		1,291		4,873		61,795
Net book value
At 31 December 2024	8,081,209		13,879,525		126,710		49,913		8,033		2,554		105,705		22,253,649
At 30 September 2023	8,066,097		8,539,925		155,478		0		0		0		0		16,761,500

5. Fixed asset investments

Investments in subsidiaries

	31.12.2024
	£
Cost
At 01 October 2023	1,546,697
At 31 December 2024	1,546,697
Carrying value at 31 December 2024	1,546,697
Carrying value at 30 September 2023	1,546,697

6. Debtors

	31.12.2024		30.09.2023
	£		£
Trade debtors	3,000		40,712
Amounts owed by Group undertakings	307,584		396,104
Other debtors	70,967		733,751
	381,551		1,170,567

7. Creditors: amounts falling due within one year

	31.12.2024		30.09.2023
	£		£
Trade creditors	7,952		918,556
Amounts owed to Group undertakings	14,383,001		8,673,001
Taxation and social security	170,983		171,055
Other creditors	15,581,142		15,597,464
	30,143,078		25,360,076

8. Called-up share capital

	31.12.2024		30.09.2023
	£		£
Allotted, called-up and fully-paid
1 Ordinary share of £ 1.00	1		1

9. Related party transactions

Other related party transactions

	31.12.2024		30.09.2023
	£		£
Amounts due from entities with control, or under common control	307,584		396,103
Amounts due to entities with control, or under common control	(14,383,001)		(8,673,001)
Amounts due to key management personnel	(15,550,938)		(15,550,938)

The above loans are unsecured, interest free and have no fixed repayment terms.

10. Ultimate controlling party

The parent company of Profound UK Holdings Limited is Profound Limited, a Company incorporated in Hong Kong.