ACCOUNTS - Final Accounts preparation

Analysis of the maturity of loans is given below:

Registered number: 12236898

OCTOBER HOLDINGS LIMITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2024

OCTOBER HOLDINGS LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

October Holdings Limited, henceforth referred to as the 'company', is an unquoted private limited company, the principal activity of which continued to be that of being the holding company of the 'October Films' Group of companies.
October Films Holdings Limited is the parent undertaking of the smallest group to consolidate the financial performance for the reporting period and financial position as at the reporting date of October Holdings Limited.

Business review

The company's financial performance for the period ended, and financial position as at 31 December 2024 are shown on pages 8 to 9 of the financial statements.
The development, performance and position of the company, in the context of the Group as a whole, is discussed in the group financial statements of October Films Holdings Limited which do not form part of this strategic report.

Principal risks and uncertainties

The key business risks and uncertainties affecting the company, and the Group in which the company is an undertaking, relate to the general economic environment, competition from other producers and distributors of television programming and the success of the company's media content available for worldwide distribution. Further discussion of these risks and uncertainties, in the context of the Group as a whole, is provided in the group financial statements of October Films Holdings Limited which do not form part of this strategic report.

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OCTOBER HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OCTOBER HOLDINGS LIMITED

UNDER SECTION 449 OF THE COMPANIES ACT 2006

Opinion

We have audited the financial statements of October Holdings Limited (the 'company') for the year ended 31 December 2024, which comprise the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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OCTOBER HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OCTOBER HOLDINGS LIMITED (CONTINUED)

UNDER SECTION 449 OF THE COMPANIES ACT 2006

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit; or

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OCTOBER HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OCTOBER HOLDINGS LIMITED (CONTINUED)

UNDER SECTION 449 OF THE COMPANIES ACT 2006

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or noncompliance with laws and regulations throughout the audit.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

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OCTOBER HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OCTOBER HOLDINGS LIMITED (CONTINUED)

UNDER SECTION 449 OF THE COMPANIES ACT 2006

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Robert Maskey (Senior Statutory Auditor)

for and on behalf of

Nyman Libson Paul LLP

Chartered Accountants

Statutory Auditors

124 Finchley Road

London

NW3 5JS

30 September 2025

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OCTOBER HOLDINGS LIMITED

REGISTERED NUMBER: 12236898

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	4		2,680,665		2,680,665
			2,680,665		2,680,665
Current assets
Debtors: amounts falling due within one year	5	255,189		255,189
Cash at bank and in hand		1,994		1,442
		257,183		256,631
Creditors: amounts falling due within one year	6	(2,079,582)		(2,809,896)
Net current liabilities			(1,822,399)		(2,553,265)
Total assets less current liabilities			858,266		127,400
Creditors: amounts falling due after more than one year			(791,342)		-

Net assets			66,924		127,400

Capital and reserves
Called up share capital	8	705	705
Other reserves	9	22,095	22,095
Profit and loss account	9	44,124	104,600
		66,924	127,400

The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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

The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 September 2025.

N Peachey

Director

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OCTOBER HOLDINGS LIMITED

REGISTERED NUMBER: 12236898

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

The notes on pages 9 to 14 form part of these financial statements.

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OCTOBER HOLDINGS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Other reserves	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	705	22,095	(105,940)	(83,140)

Profit for the year	-	-	2,683,680	2,683,680
Dividends: Equity capital	-	-	(2,473,140)	(2,473,140)

At 1 January 2024	705	22,095	104,600	127,400

Loss for the year	-	-	(60,476)	(60,476)
At 31 December 2024	705	22,095	44,124	66,924

The notes on pages 9 to 14 form part of these financial statements.

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OCTOBER HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

October Holdings Limited ('the company') is a private company limited by shares, incorporated under the UK Companies Act 2006 and domiciled in England.
The address of the company's registered office and principal place of business is Benwell Studios, 11-13 Benwell Road, London, N7 7BL.
The nature of the company's operations and its principal activities are set out in the strategic report on page 1 of these financial statements.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies.

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of October Films Holdings Limited as at 31 December 2024 and these financial statements may be obtained from Benwell Studios, 11 -13 Benwell Road, London, N7 7B.

2.3

Exemption from preparing consolidated financial statements

The company is itself a subsidiary company and is exempt from the requirement to prepare consolidated financial statements by virtue of section 401 of the Companies Act 2006 on the grounds that the Company and its subsidiary undertakings are included by full consolidation in the group financial statements of October Films Holdings Limited.
The financial statements therefore present information about the company as an individual undertaking and not about its group.

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OCTOBER HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Going concern

After reviewing the company's forecast and projection, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.The directors therefore consider it appropriate to adopt the going concern basis in preparing the company's financial statements.

2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment.

2.8

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.9

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.10

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

2.11

Dividends

Equity dividends are recognised when they become legally payable.

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OCTOBER HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Employees

The average monthly number of employees, including the directors, during the year was as follows:

	2024	2023
	No.	No.

Directors	4	4

4.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	2,680,665
	At 31 December 2024	2,680,665

Investments in subsidiary undertakings comprise of equity holdings in the issued Ordinary share capital of
the following non-publicly traded entities, all of which are incorporated under the UK Companies Act
2006, domiciled in England and whose registered office address is Benwell Studios, 11-13 Benwell Road,
London, United Kingdom, N7 7BL (unless indicated otherwise):
Voting rights
Boulder Television Limited 100%
Brutal October Limited * 100%
October Films Inc.' 100%
October Films Ltd ^ 100%
October Mysteries Limited* 100%
October Films Productions Limited * 100%
* Investment held indirectly.
^ Incorporated under the UK Companies Act 1985.
" Incorporated under the General Corporation Law of the state of Delaware, domiciled in the United
States of America and whose registered agent office address is 251 Little Falls Drive, Wilmington,
Delaware, 19808.

Debtors

					2024	2023
					£	£


Amounts owed by group undertakings	251,200	251,200
Other debtors	3,989	3,989

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OCTOBER HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.Debtors (continued)

		255,189	255,189

Amounts owed by group undertakings to the company are unsecured, interest-free and repayable on demand with no fixed date for repayment.

6.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Other loans	137,500	867,786
Trade creditors	-	673
Amounts owed to group undertakings	1,942,082	1,941,437
	2,079,582	2,809,896

Amounts owed to group undertakings to the company are unsecured, interest-free and repayable on
demand with no fixed date for repayment.

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OCTOBER HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Amounts falling due within one year
Other loans	137,500	867,786
	137,500	867,786
Amounts falling due 1-2 years
Other loans	225,000	-
	225,000	-
Amounts falling due 2-5 years
Other loans	566,342	-
	566,342	-

	928,842	867,786

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OCTOBER HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

705 (2023 - 705) Ordinary shares of £1.00 each	705	705

Reserves

Other reserves

Other reserve comprise of contingent equity against share options vesting during the reporting period but not exercised as at the reporting date.

Profit and loss account

The profit and loss account includes all current and prior period retained profit and (losses) net of amounts distributed to the company's equity shareholders.

10.

Related party transactions

The company has taken advantage of the exemptions provided by Section 33 of Financial Reporting Standard 102 from the requirement to disclose transactions undertaken or balances carried forward as at the balance sheet date between the company and its group undertakings as said transactions and balances have been eliminated in full on consolidation. Outstanding aggregated balances between the company and its group undertakings as at the reporting date are disclosed within notes 10 and 11 of the financial statements.

11.	Controlling party

At the reporting date, the ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is October Films Holdings Limited. Copies of the October Films Holdings Limited consolidated financial statements are available from Benwell Studios, 11-13 Benwell Road, London, N7 7BL.

12.	Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.

The audit report was signed on 30 September 2025 by Robert Maskey (Senior Statutory Auditor) on behalf of Nyman Libson Paul LLP.

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