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

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

FIFTH SEASON UK, LTD. is a private company limited by shares incorporated in England and Wales. The registered office is Csc Cls (Uk) Limited, 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU.

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 financial statements are prepared in United States (U.S.) dollars, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest $.

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

The directors have assessed the company's ability to continue as a going concern and are satisfied that the company has adequate resources to continue in business for a minimum of 12 months from the date of approval of these financial statements. The company also has the financial support of its parent undertaking who has the resources to provide support. On this basis, the company is considered to be a going concern and the financial statements have been prepared on this basis.true

Turnover is primarily comprised of intercompany services revenue due under an agreement with the US parent company, Fifth Season, LLC. This agreement allows the company to perform creative development, marketing and sales services globally related to the parent's film and television rights and earn a fee for services rendered.

In the prior year, the company also has third party revenues related to distribution of third party owned television programs. The split of revenue streams can be found in the notes to the financial statements. This revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation. Performance obligations are the goods or services promised in the contract. The company recognises revenue when it has satisfied a performance obligation by providing the customer with the promised good or service. A performance obligation is satisfied when control of the good or service is transferred to the customer. This transfer takes place at a point in time.

Turnover 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.

Turnover which has been recognised but not invoiced by the balance sheet date is included in debtors. Amounts invoiced in advance are included in deferred income.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Work in progress is stated at the lower of cost and net realisable value. Cost comprises contractual expenditure in respect of the television projects being developed and/or produced. Net realisable value is based on estimated selling price less all further costs to completion and all relevant marketing, selling and distribution costs.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of work in progress over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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 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 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 creditors, are classified as debt, 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.

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.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Share-based compensation is recognised under the fair value provisions, in accordance with applicable accounting standards, which requires the awards to be initially measured based on the grant date fair value. The grant date fair value of the awards are estimated using an option pricing model. Share-based compensation expense is amortised utilising a graded vesting method over the requisite service period of the award and is recorded net of estimated forfeitures in administrative expenses in the income statement. Forfeiture rates are estimated based on historical forfeitures of awards and adjusts the rate to reflect changes in facts and circumstances. Estimated forfeiture rates will be revised if actual forfeitures differ from initial estimates.

The fair value of the award is remeasured at each reporting period until the award is settled in cash by the parent company. For each remeasurement period, the Company will true up compensation cost for changes in fair value pro-rated for the portion of the requisite service period rendered. Once vested (i.e., the requisite-service period is complete), the Company will recognise compensation cost for any changes in fair value until settlement.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Transactions in currencies other than the U.S. dollar are recorded at the exchange rates prevailing on the dates of the transactions. At each reporting end date, monetary assets and liabilities denominated in currencies other than the reporting currency are retranslated at the rates prevailing on that date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are 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.

The company is part of a group cash settled share-based payment scheme under which phantom options are granted to employees. The fair value of the award is remeasured at each reporting period until the award is settled in cash by the parent. The scheme is measured using a valuation model which requires management to make significant judgements regarding the expected future share price, volatility, risk-free rate, and other inputs. These assumptions are reviewed annually, and where share prices have significantly increased or decreased during the reporting period, the fair value is updated accordingly. Changes in fair value due to market movements can materially impact the profit or loss in the period, and therefore represent a key source of estimation uncertainty.

The average monthly number of persons (including directors) employed by the company during the year was:

The company is part of a group cash-settled share-based payment arrangement with certain employees. Under the terms of the arrangement, eligible employees are entitled to receive a cash payment based on the increase in the value of the company’s shares over a defined vesting period.

The arrangement is accounted for as a capital reserve and is remeasured at each reporting date, with changes in fair value recognised in the profit and loss account over the vesting period.

As at 31 December 2024, a capital reserve of $472,295 was recognised in respect of the scheme (2023: $614,080), with a reversal of a charge of $141,785 recognised in the profit and loss account for the year (2023: $614,080 charge).

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

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.

On 31 March 2020 a charge was registered against all entities within the Fifth Season LLC group to secure a facility agreement, which remains outstanding as of 31 December 2024. This charge was initiated by JPMorgan Chase Bank and covers both fixed and floating charges on all properties and undertakings of the group entities. Additionally, each charge contains a negative pledge provision.

The future total commitments under the operating lease are as follows:

The operating lease pertains to an office in the UK that supports the Company's distribution operations. This lease has a duration of ten years, beginning on 21 March 2022.

During the year the company entered into the following transactions with related parties:

As at 31 December 2024, Fifth Season UK, Ltd is a wholly-owned subsidiary of Fifth Season, LLC. Fifth Season, LLC along with it's parent company CJ ENM Fifth Season, LLC ("Parent") is owned by CJ ENM, a leading Korean based entertainment company, Toho International Inc. (doing business as Toho), a leading Japanese based entertainment company, and Endeavor Group Holdings, Inc. (doing business as Endeavor), a company formed and located in the United States of America.

CJ ENM is the ultimate parent company and controlling party. The ultimate parent undertaking's registered address is 870-13, Gwachen-daero, Seocho-gu, Seoul, Korea.

CJ ENM is the largest and smallest group of which the company is a member and for which group financial statements are prepared. The company's ultimate parent undertaking, CJ ENM includes the company in its consolidated financial statements.

The financial statements can be obtained from https://www.cjenm.com/en/investors/financial/.

During the preparation of the financial statements, the following prior period errors were identified and corrected:

1. Recognition of Share-Based Payment Scheme

In the prior period, the company did not recognise a share-based payment arrangement. The adjustment resulted in an increase in staff costs and a credit to equity for the relevant amount. The associated deferred tax asset has also been recognised, reflecting the temporary deductible difference arising from the share-based payment expense.

2. Correction of Corporation Tax Position

An adjustment has been posted to correct the corporation tax provision recognised in the financial statements. This has resulted in a reduction in the tax payable and a corresponding reduction to the tax charge in the income statement.

3. Reclassification of Rental Income and Expenses

Previously, rental income and related rental expenses were presented net within administrative expenses. In order to more appropriately reflect the nature of these items and enhance comparability, rental income is now presented as "Other operating income" and rental expenses remain within administrative expenses.

4. Reclassification of Intercompany Services Income from Other Income to Turnover

Previously, the income generated from intercompany services provided was presented within other operating income. In order to more appropriately reflect the nature of these items, intercompany services income is now presented within turnover.

5. Reclassification of Foreign exchange and Bank interest

In the prior period, bank interest and foreign exchange losses relating to intercompany services and company operations were presented within other operating income. To better reflect the nature of these items, bank interest was reclassed to interest receivable and foreign exchange losses relating to company operations were reclassed to administrative expenses, and to interest payable and other expenses for losses relating to intercompany services.

6. Reclassification of Intercompany Debtors and Creditors

Previously, some intercompany services were classified as long-term creditors despite all other intercompany values being held as short-term. These were reclassified to short-term as part of the prior year adjustments. Some intercompany services were incorrectly shown as debtors, so these values have also been reclassed to short-term creditors.

The impact of these adjustments is shown below: