Company registration number 13588236 (England and Wales)
PROJECT VENUS TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PROJECT VENUS TOPCO LIMITED
COMPANY INFORMATION
Directors
M Cannon
R Gay
G D Simon
P Foley
G Kilbourn
N Hugh
T Weller
Company number
13588236
Registered office
First Floor
Watchmaker Court
31-35 St John's Lane
London
EC1M 4BJ
Auditor
BDO LLP
Bridgewater House
Counterslip
Bristol
BS1 6BX
PROJECT VENUS TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 10
Group profit and loss account
11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 37
PROJECT VENUS TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The Directors present their annual report and the audited consolidated financial statements for the year ended 31 March 2025 for Project Venus Topco Limited (the "company") and its subsidiaries (“the group”).

This strategic report has been prepared to provide shareholders with insight into the group’s strategies and the prospects for their success. The report includes forward-looking assumptions made in good faith by the Directors, based on information available up to the date of this report. These assumptions consider both economic and business risk factors.

In preparing this strategic report, the Directors have complied with the requirements of the Companies Act 2006.

Corporate Activity

During the year, the group appointed Nick Hugh as Chief Executive Officer, bringing a wealth of digital and media leadership experience. This formed part of a significant refresh of the C-Suite, with several new senior executives joining across technology, commercial, and operational leadership functions. These changes strengthen the group’s strategic capability and position us for our next stage of growth.

We continued to grow our operational support hub in the Philippines through Venatus Philippines Corporation, supporting the group in engineering, advertising operations, business development, and marketing. This structure has proven highly effective and remains a key part of our long-term operational model.

Principal Activities

The group’s principal activity remains the monetisation of online gaming and entertainment publisher content through the provision of advanced advertising services via our proprietary technology. Leveraging both open market programmatic channels and global direct sales, we secure high-quality, multi-format advertising on behalf of our extensive publisher base.

Our global footprint includes offices in the UK, USA, South Korea, Australia, Netherlands, Canada, and the Philippines, reflecting our commitment to international growth. We continue to support remote working, with employees based across multiple countries, ensuring a truly global presence.

Business Strategy

Our mission is to be the leading advertising solution in the gaming industry, driven by innovation, strategic growth, and the development of a world-class technology platform. Over the past year, we have made significant progress across our strategic priorities:

- Grow and Support Our High-Quality Publisher Base
  The group expanded its publisher network while investing in operational functions to enable growth. We enhanced automation and analytics tools, scaling our sales, onboarding, account management, and operational support teams to maintain our position as a specialist provider in web, mobile web, in-app, and in-game advertising.

- Expand Our Direct Sales Capability
  Our international direct sales teams, particularly in the US, continued to grow, supported by enhanced sales operations functions that have improved market presence and conversion rates.

- International Expansion, with a Focus on the US Market
  Our strategic focus on the US continued to deliver results, with new blue-chip partnerships and long-term gaming sector contracts secured. The US subsidiary performed strongly and we anticipate further growth in FY26 supported by a healthy pipeline. Our Canadian office further strengthens our North American operations.

PROJECT VENUS TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -

- Market-Leading Proprietary Technology
  Our new proprietary technology platform went live in December 2024, delivering advanced performance, scalability, and efficiency. Publisher feedback has been exceptionally positive, particularly in relation to the granular insights and analytics the platform provides. These capabilities enhance client decision-making and deepen relationships, positioning us for sustained competitive advantage.

- Mergers and Acquisitions
  We continued to evaluate strategic acquisition opportunities aimed at strengthening our technology and market reach. The integration of AdinPlay BV, is now complete.

- Our People
  Our people remain the foundation of our success. In addition to expanding our Manila operations and US team, the group welcomed several new senior leaders as part of the C-Suite refresh, further enhancing our depth of expertise. We continue to embed our values — We’re all in, We’re open to all, We’re self-starters, Always moving, and Play as a team — into all aspects of our work.

Environmental, Social, and Governance (ESG)

At Venatus, our commitment to responsible, sustainable, and ethical business practices remains a core tenet of our operations. Our focus on Environmental, Social, and Governance (ESG) principles reinforces our dedication to creating long-term value for our stakeholders, the environment, and society as a whole. As an international mediatech business, we recognise our responsibility to address global challenges actively and strive to make a positive impact in our industry.

We actively engage with our stakeholders to understand their concerns, needs, and expectations. This allows us to align our business strategies and initiatives with the interests of our clients, employees, investors, and communities. We strictly adhere to all applicable laws and regulations, promoting a culture of ethical conduct and integrity throughout the organisation.

The group is exempt from making any Streamlined Energy and Carbon Reporting (“SECR”) as the group does not meet the qualifying criteria due to its small energy footprint.

Environmental Initiatives

Although our global workforce is modest at approximately 110 FTE, we continue to adopt proactive strategies to minimise our carbon footprint. Key initiatives this year include:

- Tree Planting Program – Planting 10 trees for each new employee joining Venatus.

- Cyclescheme Benefit – Offering a salary sacrifice scheme encouraging cycling to work.

- Electric Car Scheme – Providing a salary sacrifice option for acquiring electric vehicles.

Social Initiatives & Diversity, Equity, and Inclusion (DEI)

We remain committed to advancing Diversity, Equity, and Inclusion (DEI) within our organisation, marked by initiatives such as:

- Mental Health Support – Mental Health First Aid training for our London office manager.

- Vitality Health Insurance – Provided for all UK employees.

- Volunteer Day – One paid volunteer day per employee per year.

- Women of Venatus – Regular meetings to support women in the workplace.

- Ongoing DEI Activities – Events and communications to build awareness.

- Recognition – Continued inclusion in Newsweek’s UK Top 100 Most Loved Workplaces.

PROJECT VENUS TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

Section 172 Statement

The directors are committed to promoting the long-term success of the company by considering the interests of our stakeholders, in accordance with Section 172 of the Companies Act 2006. We recognise that our ability to deliver innovative ad-tech solutions and maintain a competitive edge relies on fostering strong relationships with our employees, clients, partners, suppliers, the communities we operate in, and our shareholders.

The board takes a long-term view in all strategic decisions, balancing the need for innovation with business sustainability. We carefully assess risks and opportunities in the ad-tech landscape, including emerging technologies, regulatory changes, and market dynamics, to ensure our decisions support the company’s growth and resilience.

The board takes a proactive approach to understanding the needs and concerns of our key stakeholders, ensuring their perspectives are integral to our decision-making process. The ways in which the board has engaged with key stakeholders is set out below.

Employees

Our employees are the driving force behind our innovation in the ad-tech space. We prioritise creating a work environment that encourages creativity, collaboration, and continuous learning. This year, we have expanded on our initiatives to enhance employee engagement, such as more frequent feedback through surveys and town hall meetings, and more events held by both the DEI committee as well as the ‘Women of Venatus’ group to promote diversity and inclusion, amongst others.

Clients

Our clients are central to our business, and we are dedicated to helping them achieve their marketing goals through cutting-edge technology. We engage closely with our clients to understand their evolving needs in a dynamic digital landscape. The board reviews client feedback and industry trends to inform our product development strategy, ensuring we deliver solutions that are not only effective but also compliant with data privacy regulations.

Partners and Suppliers

Our relationships with technology partners and suppliers are crucial to the delivery of our services. We strive to build strong, ethical partnerships based on mutual trust and transparency. We conduct regular reviews to ensure our suppliers meet the high standards required to support our technology infrastructure and that they align with our commitment to innovation and sustainability.

Regulators and Industry Bodies

Operating in the ad-tech sector, we recognise the importance of complying with data privacy laws and industry standards. We actively engage with regulators and industry bodies to stay ahead of regulatory changes and to contribute to the development of best practices in digital advertising. Our board considers regulatory compliance and ethical data usage as key priorities in our strategic planning.

Community and Environment

As an ad-tech company, we are aware of our broader impact on society, particularly in terms of data usage and privacy. We are committed to promoting responsible advertising practices that respect consumer privacy and contribute positively to the digital ecosystem. Additionally, we have undertaken more initiatives to help the environment and our community, such as a tree planting programme, cycle to work scheme, electric car scheme, and a volunteer day offered to all employees, to name a few.

PROJECT VENUS TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -

Financial Performance

For the year ended 31 March 2025, group turnover was £62.3 million (2024: £63.9 million), reflecting a marginal decline in revenue in challenging market conditions. Programmatic video saw market-wide declines, although this was partially offset by growth in programmatic display. The group recorded an operating loss of £22.81 million (2024: £21.46 million) and a net loss of £37.27 million (2024: £34.37 million).

We remain committed to investing in our technology, expanding our direct sales capability, and strengthening our international footprint to drive future growth.

Principal Risks

- Macroeconomic Conditions – Ongoing inflationary pressures and changes in advertiser spending patterns could impact revenues. The gaming industry remains relatively resilient, and our diversified revenue mix offers some protection.

- Technological Disruption – As a technology-driven business, outages or cyber incidents could impact operations. Mitigated by ongoing investment in engineering, contingency planning, and enhanced cybersecurity measures.

- Foreign Exchange Risk – We operate in multiple currencies, notably USD, EUR, AUD, and KRW. Natural hedging is used wherever possible, and the formal hedging programme introduced last year continues to be actively managed. Forward contracts and other instruments help reduce volatility, and our FX exposure is monitored and adjusted regularly.

This report was approved by the Board of Directors on 14 November 2025 and signed on behalf of the Board by:

P Foley
Director
PROJECT VENUS TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -

The directors present their report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company continues to be that of a holding company of the Venatus Media group.

Results and dividends

The group results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements unless otherwise stated were as follows:

M Cannon
R Gay
D Smith
(Resigned 24 October 2024)
G D Simon
P Foley
G Kilbourn
(Appointed 24 October 2024)
N Hugh
(Appointed 4 December 2024)
T Weller
(Appointed 4 December 2024)
Auditor

The auditor, BDO LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and the company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and estimates that are reasonable and prudent;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements and;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and 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 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.

PROJECT VENUS TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
P Foley
Director
14 November 2025
PROJECT VENUS TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PROJECT VENUS TOPCO LIMITED
- 7 -
Opinion on the financial statements

In our opinion:

- the financial statements give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 March 2025 and of the Group’s loss for the year then ended;

- the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Project Venus Topco Limited (“the Company”) and its subsidiaries (“the Group”) for the year ended 31 March 2025 which comprise the Group profit and loss account, the Group statement of comprehensive income, the Group balance sheet, the Company balance sheet, the Group statement of changes in equity, the Company statement of changes in equity, the Group statement of cash flows and notes to the financial statements, 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).

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 Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group and the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

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 Group or 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.

PROJECT VENUS TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT VENUS TOPCO LIMITED
- 8 -

Other information

The Directors are responsible for the other information. The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements and our auditor’s report thereon. 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.

O ther Companies Act 2006 reporting

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.

In the light of the knowledge and understanding of the Group and 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 by the Company, or returns adequate for our audit have not been received from branches not visited by us; or

- the Company 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities, 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 Group’s and 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 Group or the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor’s 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.

PROJECT VENUS TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT VENUS TOPCO LIMITED
- 9 -

E xtent to which the audit was capable of detecting irregularities, including fraud

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:

Non-compliance with laws and regulations

Based on:

- Our understanding of the Company and the Group’s industry in which it operates;

- Discussion with management and those charged with governance; and

- Obtaining an understanding of the Company and Group’s policies and procedures regarding compliance with laws and regulations;

we considered the significant laws and regulations to be the United Kingdom Generally Accepted Accounting Practice, the Companies Act 2006 and the UK tax legislation.

The Company and Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the health and safety legislation, the Income Tax Act, the Corporation Tax Act, the Employment Right’s Act, the VAT Act, the Bribery Act and the Data Protection Act.

Our procedures in respect of the above included:

- Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;

- Review of correspondence with tax authorities for any instances of non-compliance with laws and regulations;

- Review of financial statement disclosures and agreeing to supporting documentation;

- Involvement of tax specialists in the audit; and

- Review of legal expenditure accounts to understand the nature of expenditure incurred.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

- Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;

- Obtaining an understanding of the Company and Group’s policies and procedures relating to:

  - Detecting and responding to the risks of fraud; and

  - Internal controls established to mitigate risks related to fraud.

- Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;

- Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;

- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.

Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue recognition and management override of controls.

Our procedures in respect of the above included:

- Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation; and

- Challenging the appropriateness of estimates and judgements made by management, in particular in connection with revenue recognition and the recognition and measurement of contingent consideration payable.

PROJECT VENUS TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PROJECT VENUS TOPCO LIMITED
- 10 -

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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 are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at:

https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 auditor’s 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.

James Eastell (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Bristol, UK
14 November 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
PROJECT VENUS TOPCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
2025
2024
Notes
£
£
Turnover
3
62,308,966
63,886,798
Cost of sales
(45,470,829)
(46,370,160)
Gross profit
16,838,137
17,516,638
Administrative expenses
(39,647,497)
(38,979,848)
Operating loss
4
(22,809,360)
(21,463,210)
Interest receivable and similar income
8
9,141
5,010
Interest payable and similar expenses
9
(13,120,140)
(12,200,079)
Loss before taxation
(35,920,359)
(33,658,279)
Tax on loss
10
(1,351,708)
(715,324)
Loss for the financial year
24
(37,272,067)
(34,373,603)
Loss for the financial year is all attributable to the owners of the parent company.
PROJECT VENUS TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
2025
2024
£
£
Loss for the year
(37,272,067)
(34,373,603)
Other comprehensive income
Currency translation differences taken to retained earnings
(54,559)
(87,010)
Total comprehensive loss for the year
(37,326,626)
(34,460,613)
Total comprehensive income for the year is all attributable to the owners of the parent company.
PROJECT VENUS TOPCO LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 13 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
12
15,909,044
43,583,051
Other intangible assets
12
2,620,298
1,572,387
Total intangible assets
18,529,342
45,155,438
Tangible assets
13
69,971
68,912
18,599,313
45,224,350
Current assets
Debtors
16
13,239,052
14,354,988
Cash at bank and in hand
7,305,170
6,454,950
20,544,222
20,809,938
Creditors: amounts falling due within one year
17
(11,988,987)
(11,760,419)
Net current assets
8,555,235
9,049,519
Total assets less current liabilities
27,154,548
54,273,869
Creditors: amounts falling due after more than one year
18
(141,707,957)
(130,644,157)
Provisions for liabilities
20
Contingent consideration payable
635,180
1,188,464
Deferred tax liability
45,051
348,262
(680,231)
(1,536,726)
Net liabilities
(115,233,640)
(77,907,014)
Capital and reserves
Called up share capital
23
10,000
10,000
Share premium account
969,705
969,705
Profit and loss reserves
24
(116,213,345)
(78,886,719)
Total equity
(115,233,640)
(77,907,014)
The financial statements were approved by the board of directors and authorised for issue on 14 November 2025 and are signed on its behalf by:
14 November 2025
P Foley
Director
PROJECT VENUS TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 14 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
14
400,000
400,000
400,000
400,000
Current assets
Debtors
16
51,458,487
48,728,429
Cash at bank and in hand
106,503
2,247
51,564,990
48,730,676
Creditors: amounts falling due within one year
17
(810,031)
(577,219)
Net current assets
50,754,959
48,153,457
Total assets less current liabilities
51,154,959
48,553,457
Creditors: amounts falling due after more than one year
18
(59,331,610)
(53,907,684)
Net liabilities
(8,176,651)
(5,354,227)
Capital and reserves
Called up share capital
23
10,000
10,000
Share premium account
969,705
969,705
Profit and loss reserves
24
(9,156,356)
(6,333,932)
Total equity
(8,176,651)
(5,354,227)

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £2,822,424 (2024 - £2,800,780 loss).

The financial statements were approved by the board of directors and authorised for issue on 14 November 2025 and are signed on its behalf by:
14 November 2025
P Foley
Director
Company registration number 13588236 (England and Wales)
PROJECT VENUS TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2023
9,630
942,975
(44,426,106)
(43,473,501)
Year ended 31 March 2024:
Loss for the year
-
-
(34,373,603)
(34,373,603)
Other comprehensive income:
Currency translation differences
-
-
(87,010)
(87,010)
Total comprehensive loss for the year
-
-
(34,460,613)
(34,460,613)
Issue of share capital
23
370
26,730
-
27,100
Balance at 31 March 2024
10,000
969,705
(78,886,719)
(77,907,014)
Year ended 31 March 2025:
Loss for the year
-
-
(37,272,067)
(37,272,067)
Other comprehensive income:
Currency translation differences
-
-
(54,559)
(54,559)
Total comprehensive loss for the year
-
-
(37,326,626)
(37,326,626)
Balance at 31 March 2025
10,000
969,705
(116,213,345)
(115,233,640)
PROJECT VENUS TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 16 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2023
9,630
942,975
(3,533,152)
(2,580,547)
Year ended 31 March 2024:
Loss and total comprehensive loss for the year
-
-
(2,800,780)
(2,800,780)
Issue of share capital
23
370
26,730
-
27,100
Balance at 31 March 2024
10,000
969,705
(6,333,932)
(5,354,227)
Loss and total comprehensive loss for the year
-
-
(2,822,424)
(2,822,424)
Balance at 31 March 2025
10,000
969,705
(9,156,356)
(8,176,651)
PROJECT VENUS TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 17 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
5,551,000
4,393,931
Interest received
9,141
5,010
Income taxes paid
(532,120)
(924,932)
Net cash inflow from operating activities
5,028,021
3,474,009
Investing activities
Purchase of subsidiaries, net of cash acquired
(837,707)
(747,143)
Purchase of intangible assets
(1,223,238)
(1,370,116)
Purchase of tangible fixed assets
(55,037)
(52,104)
Proceeds from disposal of tangible fixed assets
1,590
-
Net cash used in investing activities
(2,114,392)
(2,169,363)
Financing activities
Proceeds from issue of shares
-
27,100
Proceeds from issue of loan notes
100,000
-
Repayment of loan notes
-
(40,000)
Interest paid
(2,117,522)
(2,055,032)
Net cash used in financing activities
(2,017,522)
(2,067,932)
Net increase/(decrease) in cash and cash equivalents
896,107
(763,286)
Cash and cash equivalents at beginning of year
6,454,950
7,305,982
Effect of foreign exchange rates
(45,887)
(87,746)
Cash and cash equivalents at end of year
7,305,170
6,454,950
PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 18 -
1
Accounting policies
Company information

Project Venus Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is First Floor, Watchmaker Court, 31-35 St John's Lane, London, EC1M 4BJ.

The group consists of Project Venus Topco Limited and all of its subsidiaries.

1.1
Accounting convention

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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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 company is a qualifying entity and 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 requirement to prepare a statement of cash flows as required by paragraph 3.17(d) of FRS 102.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements have been prepared for the period ended 31 March 2022 and consist of the financial statements of the parent company Project Venus Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 19 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate financial resources to continue in operational existence for the foreseeable future. As is normal, the group has modelled various future scenarios including appropriate downside trading scenarios and mitigating cost actions which would be taken to ensure the company remains within its banking covenants. Thus, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 4 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Intangible assets comprise primarily internal costs incurred in developing technology assets for generating income within the business. Such assets are defined as having finite useful lives and the costs are amortised on a straight line basis over their estimated useful lives. Intangible assets are stated at cost less amortisation and are reviewed for impairment whenever there is an indication that the carrying value may be impaired.

Amortisation 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:

Licences
10% straight line
Technology development costs
25% straight line
1.8
Tangible fixed assets

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

PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 20 -

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:

Office equipment
25% 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 recognised in the profit and loss account.

1.9
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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.

1.11
Cash and cash equivalents

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.

PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 21 -
1.12
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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

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 m ethod 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

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 impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. 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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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 group after deducting all of its liabilities.

PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 22 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that 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 paymen ts 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.

Other financial liabilities

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 th r ough 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.

Derecognition of financial liabilities

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

1.13
Equity instruments

Equity instruments issued by the group 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 group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 23 -
Deferred tax

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 profit and loss account, 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 if, and only if, there is 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.

1.15
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.16
Employee benefits

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.

1.17
Retirement benefits

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

1.18
Leases
As lessee

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 lease d asset are consumed.

1.19
Foreign exchange

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

PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’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 determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the group is acting as the principal or agent in the transaction. In determining whether the group acts as the principal or agent, the group follows the accounting guidance for principal-agent considerations. The group has the primary responsibility for providing the service to the customer by ensuring the advertisements run effectively and that the advertisements are suitable for the platform. The group also has latitude in establishing prices, and bears the medium term cash flow risk. As a result, the group acts as the principal in these arrangements and therefore reports revenue earned and costs incurred on a gross basis.

In connection with business combination accounting, where part of the consideration payable is contingent on the future performance of the acquired business, the directors must make an estimate of amounts payable based on future forecasts of trading performance. The directors are required to update their assessment of amounts payable at each reporting date.

The directors have determined the useful economic life of goodwill to be 4 years. There are no other significant judgements applied in the preparation of the financial statements.

3
Turnover
2025
2024
£
£
Turnover analysed by class of business
Services
62,308,966
63,886,798
2025
2024
£
£
Turnover analysed by geographical market
Europe
31,437,919
36,631,738
North America
26,119,038
22,704,960
Rest of World
4,752,009
4,550,100
62,308,966
63,886,798
PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
4
Operating loss
2025
2024
£
£
Operating loss for the year is stated after charging:
Exchange losses
311,778
210,625
Research and development costs
373,735
273,607
Depreciation of owned tangible fixed assets
51,713
56,583
Amortisation of intangible assets
27,296,470
27,420,020
Impairment of intangible assets
-
0
15,521
Operating lease charges
225,155
244,972
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
14,600
38,250
Audit of the financial statements of the company's subsidiaries
53,520
35,307
68,120
73,557
For other services
Taxation compliance services
69,311
35,055
All other non-audit services
15,945
37,500
85,256
72,555
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Sales / marketing
28
24
-
-
Operations
38
30
-
-
Management / administration
31
29
6
5
Total
97
83
6
5
PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
6
Employees
(Continued)
- 26 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
6,868,832
6,145,793
-
0
-
0
Social security costs
677,847
731,656
-
-
Pension costs
161,785
92,552
-
0
-
0
7,708,464
6,970,001
-
0
-
0
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
699,203
627,730

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
253,121
281,503
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
8,729
4,993
Other interest income
412
17
Total income
9,141
5,010
PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 27 -
9
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
2,250,507
2,176,756
Interest on preference shares not classified as equity
5,423,926
4,916,258
Loan note interest
5,419,874
4,937,367
13,094,307
12,030,381
Other finance costs:
Unwinding of discount on deferred consideration
1,943
169,698
Other interest
23,890
-
Total finance costs
13,120,140
12,200,079
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
350,482
503,694
Adjustments in respect of prior periods
868,449
(363,140)
Total UK current tax
1,218,931
140,554
Foreign current tax on profits for the current period
435,988
226,508
Total current tax
1,654,919
367,062
Deferred tax
Origination and reversal of timing differences
8,557
330,295
Adjustment in respect of prior periods
(311,768)
17,967
Total deferred tax
(303,211)
348,262
Total tax charge
1,351,708
715,324
PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
10
Taxation
(Continued)
- 28 -

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:

2025
2024
£
£
Loss before taxation
(35,920,359)
(33,658,279)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(8,980,090)
(8,414,570)
Tax effect of expenses that are not deductible in determining taxable profit
2,550,113
2,187,937
Other permanent differences
6,780,287
6,850,220
Effect of overseas tax rates
(19,116)
124,895
Current tax under/(over) provided in prior years
868,449
(363,140)
Deferred tax under/(over) provided in prior years
(311,768)
17,967
Fixed asset differences
12,888
-
0
Losses carried forward to future periods not recognised
450,945
312,015
Taxation charge
1,351,708
715,324
11
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2025
2024
Notes
£
£
In respect of:
Intangible assets
12
-
15,521
Recognised in:
Administrative expenses
-
15,521

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 29 -
12
Intangible fixed assets
Group
Goodwill
Licences
Technology development costs
Total
Notes
£
£
£
£
Cost
At 1 April 2024
109,590,307
15,626
1,572,282
111,178,215
Additions - internally developed
-
0
-
0
1,223,238
1,223,238
Exchange adjustments
-
0
(3)
-
0
(3)
Other changes
(552,861)
-
0
-
0
(552,861)
At 31 March 2025
109,037,446
15,623
2,795,520
111,848,589
Amortisation and impairment
At 1 April 2024
66,007,256
15,521
-
0
66,022,777
Amortisation charged for the year
27,121,146
-
0
175,324
27,296,470
At 31 March 2025
93,128,402
15,521
175,324
93,319,247
Carrying amount
At 31 March 2025
15,909,044
102
2,620,196
18,529,342
At 31 March 2024
43,583,051
105
1,572,282
45,155,438
The company had no intangible fixed assets at 31 March 2025 or 31 March 2024.

More information on impairment movements in the year is given in note 11.

The other changes to goodwill relate to an adjustment to the contingent consideration payable on acquisitions made in prior years.

PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 30 -
13
Tangible fixed assets
Group
Office equipment
£
Cost
At 1 April 2024
148,195
Additions
55,037
Disposals
(1,590)
Exchange adjustments
(1,851)
At 31 March 2025
199,791
Depreciation and impairment
At 1 April 2024
79,283
Depreciation charged in the year
51,713
Exchange adjustments
(1,176)
At 31 March 2025
129,820
Carrying amount
At 31 March 2025
69,971
At 31 March 2024
68,912
The company had no tangible fixed assets at 31 March 2025 or 31 March 2024.
14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
400,000
400,000
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024 and 31 March 2025
400,000
Carrying amount
At 31 March 2025
400,000
At 31 March 2024
400,000
PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 31 -
15
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Project Venus Midco 1 Limited
As parent
Ordinary shares
100.00
-
Project Venus Midco 2 Limited
As parent
Ordinary shares
0
100.00
Project Venus Bidco Limited
As parent
Ordinary shares
0
100.00
Venatus Media Limited
As parent
Ordinary shares
0
100.00
Venatus Media Inc
101 Avenue of the
Americas, 8th and 9th
Floors, New York,
10013, USA
Ordinary shares
0
100.00
Venatus Media Australia Pty Ltd
Suite 2, Level 4, 109
Pitt Street, Sydney
NSW 2000
Ordinary shares
0
100.00
Venatus Media Korea Co. Ltd
200, Itaewon-ro, Yongsan-gu, Seoul, 04405
Ordinary shares
0
100.00
Provoke London Limited
As parent
Ordinary shares
0
100.00
AdinPlay BV
Kleine-Gartmanplantsoen, 1017 RR Amsterdam,
The Netherlands
Ordinary shares
0
100.00
Venatus Media Philippines
Unit 803 8F Ecotower Building, 9th Avenue corner 32nd Street, BGC, Taguig City, Philippines 1214
Ordinary shares
0
100.00

Subsidiary companies exempt from audit

Project Venus Topco Limited has guaranteed the following subsidiaries' liabilities in accordance with section 479C of the Companies Act 2006 (the 'Act'):

Provoke London Limited (Company number: 12595897)

By guaranteeing the debts, these subsidiaries have relied on the exemption not to have their individual accounts audited in respect of the year ended 31 March 2025, in accordance with section 479A of the Act.

16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
10,726,836
12,748,112
-
0
-
0
Allowance for doubtful debts
(77,388)
(165,261)
-
0
-
0
Corporation tax recoverable
209,980
263,375
-
0
-
0
Amounts owed by group undertakings
-
-
51,377,465
48,650,451
Other debtors
1,641,674
843,085
81,022
77,978
Prepayments and accrued income
737,950
665,677
-
0
-
0
13,239,052
14,354,988
51,458,487
48,728,429
PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 32 -
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
6,951,696
7,452,225
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
801,375
519,435
Corporation tax payable
1,156,502
87,098
-
0
-
0
Other taxation and social security
1,069,473
461,843
-
-
Other creditors
43,139
898,853
55
27,500
Accruals and deferred income
2,768,177
2,860,400
8,601
30,284
11,988,987
11,760,419
810,031
577,219
18
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Bank loans and overdrafts
19
22,657,708
22,537,708
-
0
-
0
Other borrowings
19
102,068,639
96,548,765
42,350,000
42,350,000
Accrued interest on preference shares
16,981,610
11,557,684
16,981,610
11,557,684
141,707,957
130,644,157
59,331,610
53,907,684
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
-
108,106,449
-
53,907,684
19
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Bank loans
22,657,708
22,537,708
-
0
-
0
Preference shares
42,350,000
42,350,000
42,350,000
42,350,000
Loan notes
59,718,639
54,198,765
-
0
-
0
124,726,347
119,086,473
42,350,000
42,350,000
Payable after one year
124,726,347
119,086,473
42,350,000
42,350,000

The bank loan s are secured by fixed and floating charges over the assets of various subsidiary undertakings, namely Project Venus Midco 2 Limited, Project Venus Bidco Limited, Venatus Media Limited and Provoke London Limited.

PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
19
Loans and overdrafts
(Continued)
- 33 -

The bank loans are fixed term, interest only loans that bear interest per annum at the base rate (SONIA) + a margin that varies between 3.75% and 4.75% depending on leverage. The facilities are repayable in full on their maturity dates of 22 September 2028.

The preference shares are unsecured, redeemable and have a coupon rate of 10% per annum, compounded annually. The preference shares will be redeemed at face value and the amount of cumulative accrued preference dividends will be paid in full on the earlier of 22 September 2029 and an Exit, as defined in the company's Articles of Association.

The loan notes are unsecured loan notes issued by Project Venus Midco 1 Limited, which accrue interest at a rate of 10% per annum, compounded annually, and are repayable in cash on 22 September 2029 under the terms of the loan note instrument, unless a repayment event (exit) occurs at an earlier date, as defined in the instrument.

20
Provisions for liabilities
Group
Company
2025
2024
2025
2024
£
£
£
£
Contingent consideration payable
635,180
1,188,464
-
-
635,180
1,188,464
-
-
Deferred tax liabilities
21
45,051
348,262
-
0
-
0
680,231
1,536,726
-
0
-
0
Contingent consideration payable
Group
£
At 1 April 2024
1,188,464
Reversal of provision
(552,861)
Exchange difference
(423)
At 31 March 2025
635,180

As part of the acquisition of AdinPlay BV, a portion of the purchase consideration was contingent upon the acquired entity meeting specific gross profit targets over a three year period from the acquisition date. A portion of this contingent consideration has been reversed in the year and the acquisition cost has been adjusted accordingly. The current provision represents the amounts anticipated to be payable for year t wo and is expected to be paid within one year.

PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 34 -
21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
51,858
351,314
Other timing differences
(6,807)
(3,052)
45,051
348,262
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 April 2024
348,262
-
Credit to profit or loss
(303,211)
-
At 31 March 2025
45,051
-
22
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
161,785
92,552

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 35 -
23
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 1p each
400,000
400,000
4,000
4,000
B Ordinary shares of 1p each
400,000
400,000
4,000
4,000
C Ordinary shares of 1p each
178,500
179,500
1,795
1,795
D Ordinary shares of 1p each
12,000
20,500
205
205
990,500
1,000,000
10,000
10,000

The A Ordinary and B Ordinary shares carry voting rights. The C Ordinary and D Ordinary shares have no voting rights. Other rights and restrictions attaching to each class of share are as defined in the company's Articles of Association.

24
Profit and loss reserves

The profit and loss account represents the accumulated profits, losses and distributions of the group / company.

25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
142,528
190,037
-
-
Between two and five years
-
142,528
-
-
142,528
332,565
-
-
26
Events after the reporting date

There are no subsequent events to disclose. Included in the consideration of any subsequent events is the Russian-Ukraine conflict. The conflict has not caused notable disruption to date and engineering resources have been set up outside the Ukraine to mitigate any potential risks.

PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 36 -
27
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows:

2025
2024
£
£
Aggregate compensation
699,203
627,730
Transactions with related parties

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

Preference dividends payable
Loan interest payable
2025
2024
2025
2024
£
£
£
£
Group
Entities with control, joint control or significant influence over the company
2,711,963
2,458,129
2,686,424
2,458,131
Key management personnel
2,711,963
2,458,129
2,733,450
2,479,236
Company
Entities with control, joint control or significant influence over the company
2,711,963
2,458,129
-
-
Key management personnel
2,711,963
2,458,129
-
-

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2025
2024
£
£
Group
Entities with control, joint control or significant influence over the group
59,315,647
53,917,260
Key management personnel
59,734,602
54,189,189
Company
Entities with control, joint control or significant influence over the company
29,665,805
26,953,842
Entities over which the company has control, joint control or significant influence
801,375
519,435
Key management personnel
29,665,805
26,953,842

The above amounts due from the group are in respect of the outstanding preference shares and accrued preference dividends and the outstanding loans including accrued interest shown in notes 18 and 19.

Of the above amounts due from the company, £801,375 (2024 - £519,435) is interest free and repayable in cash on demand. The balance of £59,331,610 (2024 - £53,907,684) is in respect of the outstanding preference shares and accrued preference dividends.

PROJECT VENUS TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
27
Related party transactions
(Continued)
- 37 -
Amounts due from related parties
2025
2024
£
£
Company
Entities over which the company has control, joint control or significant influence
51,377,465
48,650,451

Of the amounts outstanding above, £2 0,954,356 (2024 - £21,054,811) is interest free and repayable in cash on demand. The balance of £30,423,109 (2024 - £2 7,595,640) accrues interest at a rate of 10%, compounded half yearly, and is repayable in cash on demand. All the amounts outstanding are unsecured.

28
Cash generated from group operations
2025
2024
£
£
Loss after taxation
(37,272,067)
(34,373,603)
Adjustments for:
Taxation charged
1,351,708
715,324
Finance costs
13,120,140
12,200,079
Investment income
(9,141)
(5,010)
Amortisation and impairment of intangible assets
27,296,470
27,435,541
Depreciation and impairment of tangible fixed assets
51,713
56,583
Increase in provisions
-
4,167
Movements in working capital:
Decrease/(increase) in debtors
1,062,541
(2,995,174)
(Decrease)/increase in creditors
(50,364)
1,356,024
Cash generated from operations
5,551,000
4,393,931
29
Analysis of changes in net debt - group
1 April 2024
Cash flows
Other non-cash changes
Exchange rate movements
31 March 2025
£
£
£
£
£
Cash at bank and in hand
6,454,950
896,107
-
(45,887)
7,305,170
Borrowings excluding overdrafts
(130,644,157)
(100,000)
(10,963,800)
-
(141,707,957)
(124,189,207)
796,107
(10,963,800)
(45,887)
(134,402,787)

The non-cash changes in borrowings relate to the accrual of unpaid preference dividends and loan note interest as shown in note 9 and an amortisation charge of £120,000 in respect of the group's bank loan financing, arising from a loan facility of £20,000,000 drawn down net of arrangement fees of £840,000.

The group's borrowings were increased by £100,000 in the year by the issue of loan notes.

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