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Registered number: 14634578 ANZU VIRTUAL REALITY UK LIMITED DIRECTOR'S REPORT AND AUDITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 DECEMBER 2024
ANZU VIRTUAL REALITY UK LIMITED REGISTERED NUMBER: 14634578 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | 8,640 |  | 8,004
|  |  | 8,640 |  | 8,004
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | 590,244 |  | 655,997 |
Cash at bank and in hand |  | 23,917 |  | 15,768 |
|  | 614,161 |  | 671,765 |
Creditors: amounts falling due within one year | 6 | (1,776,709) |  | (873,988) |
Net current liabilities |  |  | (1,162,548) |  | (202,223)
Total assets less current liabilities |  |  | (1,153,908) |  | (194,219)
Net liabilities |  |  | (1,153,908) |  | (194,219)
Capital and reserves |  |  |  |  |
Called up share capital | 7 |  | 1 |  | 1
Profit and loss account |  |  | (1,153,909) |  | (194,220)
|  |  | (1,153,908) |  | (194,219)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
I Benedy
Director
Date: 18 November 2025
The notes on pages 3 to 10 form part of these financial statements. Page 1
ANZU VIRTUAL REALITY UK LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
Comprehensive income for the 11 month period |  |  |
Loss for the 11 month period | - | (194,220) | (194,220)
Shares issued during the 11 month period | 1 | - | 1
At 1 January 2024 | 1 | (194,220) | (194,219)
Loss for the year | - | (959,689) | (959,689)
At 31 December 2024 | 1 | (1,153,909) | (1,153,908)
| The notes on pages 3 to 10 form part of these financial statements.
Page 2
ANZU VIRTUAL REALITY UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
The principal activity of Anzu Virtual Reality UK Limited ("the Company") is the development of an in-game advertising platform, which offers game developers the option to blend real-world brand ads directly into video games, esports tournaments and live streams. The Company is a private company limited by shares and is incorporated in England and Wales. The Registered Office address is 20 Wenlock Road, London, N1 7GU. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland ("FRS102") and the Companies Act 2006. The following principal accounting policies have been applied:
| 2.2 | Going concern
The financial statements have been prepared on the going concern basis, which assumes that the Company will continue to trade for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements, and will be able to meet its debts as they fall due. The Company made a loss of £959,689 in respect of the year ended 31 December 2024 and, as at that date, had net current liabilities of £1,162,548 and net liabilities of £1,153,908. The Company is reliant on the continued support of the related group entities. The director has been unable to prepare reliable cash flow forecasts and other information needed to asses the appropriateness of the going concern basis of preparation of the financial statements for a period of twelve months from the date of approval of these financial statements. The Company is dependent on the continued support of its related group entities. The director has received assurances that the parent company will continue to support this entity financially. Page 3
ANZU VIRTUAL REALITY UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.4 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is Sterling. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.
| 2.5 | Interest income
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method. Page 4
ANZU VIRTUAL REALITY UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.6 | Finance costs
Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.7 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Computer equipment | - | 25% | Straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
| 2.8 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.9 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds. Page 5
ANZU VIRTUAL REALITY UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.10 | Financial instruments
The company only enters into basic financial instruments that result in the recognition of financial assets and liabilities, like trade and other debtors and creditors, and loans to and from related parties. (i) Financial assets Basic financial assets, including trade and other debtors, are initially recognised at transaction price, unless the arrangement consitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method. At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the Statement of Comprehensive Income. Financial assets are derecognised when: (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party; or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. (ii) Financial liabilities Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. (iii) Offsetting 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. Page 6
ANZU VIRTUAL REALITY UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Employees
| The average monthly number of employees, including directors, during the year was 10 (2023 - 7).
4. | Tangible fixed assets
|  | Computer equipment
|  | £
| Cost |
| At 1 January 2024 | 9,126
| Additions | 3,825
| At 31 December 2024 | 12,951
| Depreciation |
| At 1 January 2024 | 1,122
| Charge for the year on owned assets | 3,189
| At 31 December 2024 | 4,311
| Net book value |
| At 31 December 2024 | 8,640
| At 31 December 2023 | 8,004
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ANZU VIRTUAL REALITY UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | 43,378 | 282,380
| Amounts owed by group undertakings | 503,302 | 355,089
| Other debtors | 42,840 | 17,903
| Prepayments and accrued income | 724 | 625
|  | 590,244 | 655,997
| The amounts owed by group undertakings are unsecured, repayable on demand and are interest-free.
6. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 3,573 | 2,580
| Amounts owed to group undertakings | 1,716,590 | 775,695
| Other taxation and social security | 34,786 | 71,884
| Other creditors | 6,010 | 7,854
| Accruals and deferred income | 15,750 | 15,975
|  | 1,776,709 | 873,988
| The amounts owed to group undertakings are unsecured, repayable on demand and are interest-free.
7. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,000 (2023 - 1,000) Ordinary shares of £0.001 each | 1 | 1
Page 8
ANZU VIRTUAL REALITY UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Share-based payments
| Certain employees were granted unapproved share options over Ordinary shares of the ultimate parent undertaking, Anzu Virtual Reality Limited, a Company incorporated in Israel. 390 options were granted over Ordinary shares during the current year (2023: 519). None of the options were in eithe year. 175 options lapsed during the current year (2023: Nil) There were 734 options outstanding as at 31 December 2024 (2023: 519) over shares in Anzu Virtual Reality Limited. The share options vest over 4 years under the terms set out in the Anzu Virtual Reality Limited Share Incentive Plan. No charge relating to the option scheme has been included in these financial statements.
9. | Pension commitments
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £6,010 (2023: £7,854) were payable to the fund at the reporting date and are included in other creditors.
10. | Related party transactions
| The Company has taken advantage of the exemption conferred by section 33.1A of Financial Reporting Standard 102: Related Party Disclosures, from the requirement to disclose transactions with other wholly-owned group undertakings.
11. | Controlling party
The Company is a wholly owned subsidiary of Anzu Virtual Reality Ltd., a company registered in Israel. The Registered Office and principal place of business of Anzu Virtual Reality Ltd. is 20 Lincoln Street, Tel Aviv, Israel. There is no ultimate controlling party. Page 9
ANZU VIRTUAL REALITY UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
12. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2024 was qualified. The qualification in the audit report was as follows: Qualified opinion We have audited the financial statements of Anzu Virtual Reality UK Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion, except for the effects of the matters described in the Basis for Qualified Opinion sections, the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006. Basis for qualified opinion The financial statements do not include a share based payment charge as required by FRS102, nor do the financial statements include all of the various disclosures required by FRS102 in respect of share options issued by the Company’s ultimate parent undertaking to employees of this Company, including a share based payments accounting policy. Due to the lack of information concerning the valuation of the share options granted, it is impracticable to quantify the financial effects of this departure from FRS102, as well as any consequential impact on deferred tax. The audit report was signed on 18 November 2025 by David Landau FCA (Senior Statutory Auditor) on behalf of BKL Audit LLP.
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