ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 11255044

YUPPTV UK LTD

DIRECTORS' REPORT AND AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

YUPPTV UK LTD

COMPANY INFORMATION

Directors	Prabhakar Venkata Mamidipudi (appointed 10 May 2018)
	Uday Nandan Reddy Padi (appointed 14 March 2018)


Registered number	11255044


Registered office	C/O Buzzacott Llp
	130 Wood Street
	London
	EC2V 6DL


Independent auditors	McMillan Woods Audits Limited
	42-44 Bishopsgate
	London
	United Kingdom
	EC2N 4AH

YUPPTV UK LTD

CONTENTS

	Page
Directors' Report	1 - 2
Independent Auditors' Report	3 - 7
Statement of Comprehensive Income	8
Statement of Financial Position	9
Statement of Changes in Equity	10 - 11
Notes to the Financial Statements	12 - 16

YUPPTV UK LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

Directors

The directors who served during the year were:

Prabhakar Venkata Mamidipudi (appointed 10 May 2018)

Uday Nandan Reddy Padi (appointed 14 March 2018)

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 1

YUPPTV UK LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

................................................

Prabhakar Venkata Mamidipudi

Director

Date: 23 September 2025

Page 2

YUPPTV UK LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YUPPTV UK LTD

Opinion

We have audited the financial statements of YUPPTV UK LTD (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, 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 profit 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.

Material uncertainty related to going concern:

We draw attention to the financial statements, which indicates that the company has net liabilities of £554,599 (2023 £555,747) as at 31 December 2024. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 3

YUPPTV UK LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YUPPTV UK LTD (CONTINUED)

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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' Report has 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 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

∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.

Page 4

YUPPTV UK LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YUPPTV UK LTD (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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.

Page 5

YUPPTV UK LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YUPPTV UK LTD (CONTINUED)

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:

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

4. Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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.

Page 6

YUPPTV UK LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YUPPTV UK LTD (CONTINUED)

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.

Krishna Prasad Dahal (Senior Statutory Auditor)

for and on behalf of McMillan Woods Audits Limited

Chartered Certified Accountants and Statutory Auditors

42-44 Bishopsgate

London

United Kingdom

EC2N 4AH

25 September 2025

Page 7

YUPPTV UK LTD

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	3	14,774	99,929
Cost of sales		-	(5,330)
Gross profit		14,774	94,599
Administrative expenses		(13,626)	(69,403)
Other operating income	4	-	23,785
Operating profit		1,148	48,981
Profit for the financial year		1,148	48,981

Other comprehensive income for the year
Total comprehensive income for the year		1,148	48,981

The notes on pages 12 to 16 form part of these financial statements.

Page 8

YUPPTV UK LTD

REGISTERED NUMBER: 11255044

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£


Current assets
Debtors: amounts falling due within one year	7	7,193		5,629
Cash at bank and in hand	8	-		1,659
		7,193		7,288
Creditors: amounts falling due within one year	9	(561,792)		(563,035)
Net current liabilities			(554,599)		(555,747)
Total assets less current liabilities			(554,599)		(555,747)

Net liabilities			(554,599)		(555,747)

Capital and reserves
Called up share capital	10	100	100
Profit and loss account		(554,699)	(555,847)
		(554,599)	(555,747)

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 were approved and authorised for issue by the board and were signed on its behalf by:

................................................

Prabhakar Venkata Mamidipudi

Director

Date: 23 September 2025

The notes on pages 12 to 16 form part of these financial statements.

Page 9

YUPPTV UK LTD

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2024	100	(555,847)	(555,747)
Comprehensive income for the year
Profit for the year	-	1,148	1,148
Other comprehensive income for the year	-	-	-
Total comprehensive income for the year	-	1,148	1,148
Total transactions with owners	-	-	-
At 31 December 2024	100	(554,699)	(554,599)

The notes on pages 12 to 16 form part of these financial statements.

Page 10

YUPPTV UK LTD

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	100	(604,828)	(604,728)
Comprehensive income for the year
Profit for the year	-	48,981	48,981
Other comprehensive income for the year	-	-	-
Total comprehensive income for the year	-	48,981	48,981
Total transactions with owners	-	-	-
At 31 December 2023	100	(555,847)	(555,747)

The notes on pages 12 to 16 form part of these financial statements.

Page 11

YUPPTV UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

YuppTV UK Limited is primarily engaged in providing over-the-top (OTT) content services, specializing in the streaming of live television channels, movies, and on-demand video content, primarily targeting the South Asian diaspora. Their business involves licensing and distributing television content, including news, entertainment, sports, and regional language programming, through their digital platform. YuppTV offers services across multiple devices such as smart TVs, smartphones, tablets, and web platforms, enabling users to access content from various networks and regions. The company generates revenue through subscription services, pay-per-view events, and advertisements.

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

Going concern

The financial statements have been prepared on a going concern basis, assuming the company will continue trading in the foreseeable future, supported by the Group and a cross-guarantee over the Group’s debt facility.

The directors believe the company has adequate resources to continue operating, with continued support from its parent company, and will be able to meet its liabilities as they fall due. Therefore, they consider the going concern basis appropriate for the preparation of the financial statements for the year ended 31 December 2024.

As of 31 December 2024, the company had net liabilities of £554,599 (2023: £555,747). Included in creditors is £533,923 owed to Yupp TV USA Inc., the immediate parent, which has confirmed it will not call for repayment until the company has sufficient financial resources to do so without affecting other creditors.

Yupp TV USA Inc. has committed to providing financial support for at least 12 months from the approval date of the financial statements. However, its own financial position is negative, and its ability to continue depends on securing profitable operations, raising funds, and obtaining further shareholder support. If such support is unavailable, it may cast significant doubt on the company's ability to continue as a going concern.

Page 12

YUPPTV UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.5

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 13

YUPPTV UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.7

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.

Turnover	14,774	99,929
	14,774	99,929

4.	Other operating income
		2024	2023
		£	£

Other operating income	-	23,785
	-	23,785

Fees payable to the Company's auditors for the audit of the Company's financial statements

2,000

6,000

Page 14

YUPPTV UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Employees

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL).

Debtors

					2024	2023
					£	£


Other debtors	7,193	5,629
	7,193	5,629

8.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	-	1,659
	-	1,659

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

Trade creditors	25,869	35,288
Amounts owed to group undertakings	533,923	507,972
Accruals and deferred income	2,000	19,775
	561,792	563,035

10.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

100 (2023 - 100) Ordinary shares shares of £1.00 each	100	100

Page 15

YUPPTV UK LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Related party transactions
	The financial statements do not include disclosure of transactions between the company and its parent as the company is wholly owned within the group and disclosure of such transactions is not required.

12.	Controlling party

The immediate parent undertaking of the company is Yupp TV USA Inc. a company incorporated in the United States of America. The smallest group of undertakings for which group accounts have been drawn up which include the company is headed by Yupp TV USA Inc. The registered office address of the company is 1 1 175 Cicero Dr, Suite 100 Alpharetta, GA 30022, United States.

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