The directors present the strategic report of the Entertainment Partners UK Holdco Limited ("the Company") and its subsidiaries ("the Group") for the year ended 31 December 2024.

Entertainment Partners offers a number of technology solutions, from production finance to production management alongside payroll services.

The 3 main trading entities with the Group are Entertainment Partners UK Limited (EPUK), Entertainment Partners UK Payroll Services Ltd (EPUK PS) and FLB Accountants LLP (FLB), and the inclusion of Donald Reid Limited (DRG) and Donald Reid Group Limited (DRG) following acquisition in October 2024.

The specific products & services provided by entity;

• EPUK - Crew & Talent Solutions and Accounting Technology: EP Casting Portal & Academy, Accounting Software Package (Smart Accounting) and Production Portal (discontinued from July 2024)

• EPUK PS - Payroll Services: Payroll Services, UK TV & Film Tax Incentives Services

• FLB/DRG – Professional Services, predominately in the Media & Entertainment industry

The full year inclusion of FLB and the additional 2 months of DRG has seen group revenue increase 31% year on year. We see an increase in Royalty licenses following the US production recovering from the 2023 strikes, which offset decline in other revenue lines.

The loss before tax has increased from £31,708,661 to £59,648,345 as result of impairments booked against goodwill and intangible assets, investment in technology development and cost impact of a reduction in personnel.

The net assets of the group decreased from £56,365,704 to £18,255,617 during the year primarily due to loss as noted above. The group's net current liability position decreased from £7,934,600 to £4,969,675 due primarily to the settlement of deferred consideration current liabilities in respect of business combinations made by the group.

The parent entity, Entertainment Partners LLC, is providing financial backing to the UK group during this growth phase and the Directors’ are confident in the UK groups growth targets and ability to drive continued revenue growth in 2025 and beyond.

Principal risks and uncertainties

The Group faces a number of business risks that may impact the various revenue lines within the UK group. In view of this, the directors are looking carefully at the current market, opportunities for further acquired growth and continued in-house development of the product suite sold to our clients. The following risks set out are those the Directors have identified and assessed the business in order to manage the external risk factors.

Macroeconomic uncertainty in UK

At present, there is an increased level of macroeconomic uncertainty, including rising interest rates, cost and wage inflation. This is starting to impact on levels of customer demand, risk of non-payment and a rise in our own operational costs particularly in relation to our supply chain.

We are actively monitoring the situation and have contingency measures in place to manage these risks which include the widening of the supplier base and working with those suppliers to build relationships and obtain the best possible prices.

The Group has a loyal customer base, which somewhat reduces its exposure to a temporary downturn in trade.

Exposure to foreign economies

The Group only has one overseas market at present, but even these limited sales give rise to foreign exchange risks. Changing legislation in other regulations can affect product specification, as does the effect of the UK having left the European Union. More diversity in legislation can only increase manufacturing costs.

Foreign exchange risk is mitigated by careful use of currency contracts. The directors are taking a cautious approach to expansion into overseas markets, preferring to concentrate on consolidating the domestic position.

The technology industry is fast moving and there are risks associated with investing too heavily in a product that then becomes obsolete. In particular, this can lead to wasted development costs, written off inventory and opportunity cost of time that could have been invested in other areas. There is also a reputational risk in being associated with out of date products.

New entrants to the market

The barriers to entry are fairly low, and new entrants who specialise in only one item and invest significant capital can make cost savings, particularly if their production is based overseas. New entrants can therefore potentially offer low selling prices to gain initial market share, which directly affects sales.

The Group has a sufficiently diverse product range to allow some absorption of issues from temporary loss of trade. Development of new products continues, with effort directed towards innovation so that the Group's products can be clearly distinguished from those of competitors.

The directors anticipate the business environment will remain competitive. They believe that the Group is in a good financial position and that the risks that have been identified are being well managed. With careful focus on appropriate diversification and development of new products, as well as continuing review of the state of the market and the activities of competitors, the directors are confident in the company's ability to maintain and build on this position, albeit with cautious growth expectations.

The Group has a normal level of exposure to price, credit, liquidity and cash flow risks arising from trading activities which are largely conducted in sterling, with the only foreign currency transactions being covered by suitable currency contracts to minimise exposure to exchange rate volatility. The company does not enter into any formally designated hedging arrangements.

The Group does not hold any external debt instruments currently, and therefore is less exposed to risks attached to facilities liable to interest rate changes or subject to being recalled at short notice.

The Group does hold significant liabilities relating to intra-group trading and funding. Balances of this sort are typically with entities which are operated within the Group management function, meaning these are reviewed on regular basis and are unlikely to be recalled unless the Group had sufficient working capital to allow it. As such, the directors consider there to be little risk attached to such financial instruments.

The Group is currently undertaking research and development to improve the performance of its network cards, Bluetooth dongles and Wi-Fi extenders, in addition to the continuous improvement of its products, services and processes.

On behalf of the board

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

The principal activities of the Group continued to consist of:

• The development and provision of access to a human capital management platform;

• The provision of payroll and accounting services to the entertainment section; and

• The provision of accounting practice services to the UK market.

The results for the year are set out on page 9.

No ordinary dividends were paid (2023: £nil). The directors do not recommend payment of a final dividend.

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

Subsequent to the reporting date, but prior to the date of signing these financial statements, the following events of note took place:

Issuance of additional £1 Ordinary share capital

• 1 share on 14 February 2025 at a premium of £2,499,999

• 1 share on 15 May 2025 at a premium of £5,999,999

• 1 share on 15 October 2025 at a premium of £1,499,999

• 1 share on 17 December 2025 at a premium of £2,499,999

Debt to equity conversion

On 8 May 2025, a debt to equity conversion took place in respect of an interest free loan facility provided by the Company to the subsidiary undertaking, FLB Accountants LLP ("FLB"), of £4.9m. The loan was converted into members' capital contributions, resulting in the payable amount being reclassified from creditors due within one year to total members' other interests in the FLB's accounts.

In accordance with the Company's articles, a resolution proposing that Gravita Audit II Limited be reappointed as auditor of the Company and Group will be put at a General Meeting.

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 group and parent company financial statements in accordance with UK-adopted International Accounting Standards (IAS). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, International Accounting Standard 1 requires that directors:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the company's ability to continue as a going concern.

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.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

The directors have at the time of approving the financial statements, a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. A combination of Parental Support and forecast business growth supports the business operations continuing for the foreseeable future, being at least 12 months from the date of signing these financial statements.

Accordingly, the directors continue to adopt the going concern basis of preparation.

Please refer to the Group's strategic report for disclosures required in respect of future developments, financial instruments and research and development matters.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of Entertainment Partners UK Holdco Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group and parent company statement of financial position, the group and parent company statement of changes in equity, the group and parent company statement of cash flows and the group and parent company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

In our opinion:

• the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;

• the financial statements have been properly prepared in accordance with UK adopted international accounting standards; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent 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. However, because not all future events or conditions can be predicted this statement is not a guarantee as to the company's ability to continue as a going concern.

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our 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 parent company and their 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 parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent 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.

As explained more fully in the directors' responsibilities statement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

The extent to which the audit was considered capable of detecting irregularities including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the senior statutory auditor ensured the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the entertainment sector;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including Companies Act 2006, taxation legislation, data protection, employment, health and safety legislation and anti-money laundering regulations.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries with specific attributes to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 of the financial statements were indicative of potential bias;

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance;

• enquiring of management as to actual and potential litigation and claims;

• review of legal expenditure incurred during the year to identify instances of non-compliance with laws and regulations;

• reviewing correspondence with HMRC.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentation or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing noncompliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

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.

The income statement has been prepared on the basis that all operations are continuing operations.

The notes on pages 14 to 45 form part of these group financial statements.

The notes on pages 14 to 45 form part of these group financial statements.

The notes on pages 14 to 45 form part of these group financial statements.

The notes on pages 14 to 45 form part of these group financial statements.

Entertainment Partners UK Holdco Limited ("the Company") is a private company limited by shares incorporated in England and Wales. The company's registered number is 12464393. The registered office is 1010 Eskdale Road, Winnersh Triangle, Wokingham, Berkshire, RG41 5TS. The Company's principal activities and nature of its operations are disclosed in the directors' report.

The Group consists of Entertainment Partners UK Holdco Limited and all of its subsidiaries ("the Group").

The financial statements have been prepared in accordance with UK-adopted International Accounting Standards (UK-adopted IAS) and with those parts of the Companies Act 2006 applicable to companies reporting under UK IAS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of all companies within the Group, with the exception of EP Ireland Production Services Limited, of which the functional currency is Euros. Monetary amounts in these financial statements are rounded to the nearest £, being the chosen presentational currency of the Group.

The financial statements have been prepared under the historical cost convention, other than the measurement of certain intangible assets initially recognised at fair value upon business combinations. The principal accounting policies adopted are set out below.

The 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.

The consolidated Group financial statements consist of the financial statements of the parent Company Entertainment Partners UK Holdco Limited together with all entities controlled by the parent Company (its subsidiaries) and the group’s share of its interests in associates.

All financial statements are made up to 31 December 2024. 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 Group.

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.

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

Entities in which the Group holds a participating interest and over whose operating and financial policies the Group exercises a significant influence, are treated as associates.

Investments in associates are carried in the Group statement of financial position at cost plus post-acquisition changes in the Group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in associates include acquired goodwill.

If the Group’s share of losses in an associate equals or exceeds its investment in the associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the associate.

Unrealised gains arising from transactions with associates are eliminated to the extent of the Group’s interest in the entity.

The directors have at the time of approving the financial statements, a reasonable expectation that the truegroup has adequate resources to continue in operational existence for the foreseeable future. A combination of Parental Support and forecast business growth supports the business operations continuing for the foreseeable future, being at least 12 months from the date of signing these financial statements.

Accordingly, the directors continue to adopt the going concern basis of preparation.

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The group recognises revenue when it transfers control of a product or service to a customer.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

The group recognises revenue from the following major sources:

• Platform fees

• Production portal licensing and fees

• Royalty licences

• Other professional services

• Payroll services

• Software licences

• Accountancy practice fee income

The nature, timing of satisfaction of performance obligations and significant payment terms of the group's major sources of revenue are as follows:

Platform fees represent commissions paid to the Group by Casting agents and agencies for use of EP Casting Portal, recognised in line with underlying contracts for services provided. Income is recognised in the week the service is provided to the customer.

Income arising from the licensing of Production Portal technology, recognised in line with underlying contracts for services provided, recognised over the period the service is made available to the customer, as specified in the contracts in place. Invoices for this service can be made up to 12 months in advance, and as such income invoiced in advance is deferred and recognised as contract liabilities on the statement of financial position until the month the service is delivered.

Royalty licences are revenue received from Parent entity, for the licensing of EP Casting Portal by Group entities, recognised in line with underlying contracts for services provided, on a monthly basis.

Other professional services relate to the charging of Engineering spend to the Parent of the Group, for work on developing the products for the US market. The revenue is recognised on a monthly basis as the services are delivered in line with internal agreement in place.

Payroll services consist of payroll handling fees for the processing of client payrolls, recognised in line with underlying contracts for services provided, recognised on issue of invoice which is typically the month the service is delivered.

Software licences

Income arising from the software licensing are recognised in line with underlying contracts for services provided, recognised over the period the service is made available to the customer, as specified in the contracts in place.

Accountancy practice fee income

Revenue represents the amounts recoverable for the provision of professional services provided to clients, excluding value added tax, under contractual obligations which are performed gradually over time.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

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. An impairment loss recognised for goodwill is not subsequently reversed.

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.

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:

• Development costs: not amortised during development period, 1-5 years straight line after use commences

• Developed software (acquired upon business combination): 9 years straight line

• Trade name (acquired upon business combination): Previously acquired was initially assessed to have an indefinite life which was subsequently fully amortised

• Trademark (acquired upon business combination): 7.5 years straight line

• Customer relationship (acquired upon business combination): 9.5 years straight line

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

Interests in subsidiaries and associates are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

In the Group financial statements, interests in associates are subsequently measured at cost less accumulated impairment, plus the Group's share of the associates profit or losses.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and has significant influence. The Group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

At each reporting end date, the group reviews the carrying amounts of its property, plant and equipment 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 group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

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.

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.

Cash and cash equivalents 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.

Funds which are received from clients in advance of settling liabilities to third parties on their behalf, held in a segregated bank account and cannot be used for any purpose other than settling client liabilities, are presented net of the corresponding liabilities associated with them, and as such not presented within the Group statement of financial position.

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets are assessed for indicators of impairment at each reporting end date.

Financial assets are assessed and impaired using the full lifetime expected credit losses model as required by

IFRS 9.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The Group recognises financial debt when the Group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the Group’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

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

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current 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 group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown as a liability in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a property, plant and equipment is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

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 statement of comprehensive income.

In the current year, the following new and revised standards, amendments and interpretations have been adopted by the Group. The impact of the adoption of these standards and amendments is not deemed to have a material effect on the current or prior period, and is not anticipated to have a material effect on future periods:

• Amendments to IAS 1 Presentation of Financial Statements: Non-current Liabilities with Covenants, Deferral of Effective Date Amendment (published 15 July 2020) and Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) (published 23 January 2020).

• Lease Liability in a Sale and Leaseback (Amendment to IFRS 16).

• Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7).

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the UK):

• IFRS 18 Presentation and Disclosure in Financial Statements.

• IFRS 19 Subsidiaries without Public Accountability: Disclosures.

• Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments.

• Annual Improvements to IFRS Accounting Standards - Volume 11.

• Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7).

• Lack of Exchangeability (Amendments to IAS 21)

The amendments listed above are required to be applied for accounting periods commencing on or after 1 January 2025. The Group plans to adopt and apply these amendments in future periods. The directors anticipate that the adoption of these standards, amendments and interpretations in future periods will not have a material impact on the financial statements of the Group.

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and judgements which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Management are required to consider intangible assets, including goodwill, for impairment at least annually or sooner if an indicator of impairment arises. This involves making judgements about the recoverable value of such assets and the underlying cash generating units, through either value in use or fair value less costs to sell, to assess for any impairment required to the carrying values stated within the financial statements. Recoverability is assessed through a combination of reviewing the net asset values of the business concerned and their ability to generate future economic benefits and cash flows for the Group.

Such valuations are subject to judgement and estimates in the models used to calculate the value of each respective investment, and their ability to generate economic benefits for the Company. As part of the models, sensitivity analysis was applied to indicate the impact of changing assumptions, in order to assess the current valuation of the businesses within the Group. Included in such models are following key assumptions:

• Discount rates, which consider appropriate costs of capital, such as weighted average cost of capital applying a range between 10-20% to give a present value estimate of future cashflows;

• Future inflation rates of 3%, which consider the future outlook of the UK economy, specific strategic policies that apply to the cost base and inflationary price increases on suppliers. This also accounts for impact of technological enhancements of processes to maintain costs whilst driving revenue growth;

• EBITDA multiples applying a range between 10-16 times EBITDA, which consider comparable businesses' market capitalisation values depending on the business line, in respect of their EBITDA, among other sector specific factors; and

• Forecasted future sales volumes, which consider inflationary price increases where applicate, known market factors, impact of strategic plans to enhance the client offering via new technology and plans to scale the business globally. Inflationary revenue increase of 5% based on strategic plans for each of the business lines and accounting for industry operated in.

Due to the nature of certain Research & Development ("R&D") activities undertaken by Entertainment Partners UK Limited, a subsidiary of the Group, the Group has prepared an R&D Tax Credit claim in respect of the current year, which is pending approval from HM Revenues and Customs ("HMRC"), at the time of signing these financial statements. A degree of judgement exists as to the recoverability of this R&D claim, before approval of the claim from HMRC is received. Management have elected to recognise the tax credit and repayable taxation receivable within these financial statements, as they believe the record of past R&D claims being approved and repaid to the Group, provides a strong basis of likely recoverability for the current year claim.

Estimates of the useful economic life of intangible assets are based on a variety of factors such as the expected use of the acquired businesses to which they relate, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses and assets. The estimate is significant in that it dictates the amortisation charged each reporting year.

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

Their aggregate remuneration comprised:

The directors are remunerated by entities outside the Group. It is not practical to determine the proportion of their emoluments which relate to their services as directors of the Company.

Other gains during the prior year arose from the early termination of finance leases and corresponding disposals of right of use of assets.

The charge for the year can be reconciled to the profit/(loss) per the income statement as follows:

At the reporting date, the Group had the following losses and timing differences relevant to its current and deferred tax charges:

• Tax adjusted losses carried forward of £31,223,100 (2023: £25,388,918);

• Fixed asset timing differences of £1,649,434 (2023: £1,729,834);

• Intangible assets arising on business combination timing differences of £21,255,366 (2023: £24,796,453); and

• Other short term timing differences of £70,268 (2023: £78,391).

The Group recognises deferred tax assets only to the extent of its deferred tax liabilities, as the timing and probability of future taxable profits arising against which to utilise the tax losses is uncertain. A net deferred tax asset of £2,097,141 (2023: £nil) has not been recognised in the financial statements, which is stated at 25% of the gross timing differences, being the main rate of UK corporate tax substantively enacted at the reporting date.

The unused tax losses do not have an expiry date.

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

During the year, the Group undertook impairment reviews of its intangible assets, including goodwill arising on business combinations. The following impairment losses have been recognised:

Impairment of intangible assets

Entertainment Partners UK Limited, a 100% subsidiary of the Group, recognised impairment losses of £768,995 (2023: £2,406,636) of capitalised development costs in relation to the Production Portal platform which has subsequently been decommissioned and has no further value in use or fair value less costs to sell.

Entertainment Partners UK Payroll Services Limited, a 100% subsidiary of the Group, recognised impairment losses of £2,526,564 (2023: £nil) of capitalised development costs. The assets were impaired as actual development costs exceeded initial expectations and the revised growth plans indicate limited future economic benefits, resulting in no additional value in use or fair value less costs to sell.

Impairment of goodwill

Impairment of goodwill during the year is comprised of:

• £nil (2023: £1,882,302) of impairment of goodwill in the prior year which arose on the acquisition of Entertainment Partners Payroll Services Limited. The impairment in the prior year arose due to challenging business performance experienced by the subsidiary and forecasted growth being delayed by a change in product strategy restricting our available client base, coupled with industry disruption reducing market size.

• £nil (2023: £2,456,184) of impairment of goodwill in the prior year which arose on the acquisition of Moneypenny Production Accounting LLP. The impairment in the prior year arose due to the liquidation of the underlying subsidiary during the year.

• £26,296,695 (2023: £12,784,588) of impairment of goodwill relating to the UK accounting business within the Group. This impairment resulted in a post impairment valuation of £nil (2023: £17,312,075). The impairment arose due to challenging business performance experienced by the UK accounting business primarily attributable to material exposure to the production industry which has been through a period of disruption, and a change in management structure impacting short term revenue growth whilst the business realigned its longer term strategic growth plans. The recoverable value of goodwill is supported by a value in use valuation including discounted future cashflows.

• £21,890,218 (2023: £nil) impairment of goodwill in the current year which arose on the acquisition of Entertainment Partners Holdings Limited and Entertainment Partners UK Limited, which resulted in a post impairment valuation of £nil. The impairment arose due to challenging business performance experienced by the subsidiary and forecasted growth being delayed by a change in product strategy restricting our available client base, coupled with industry disruption reducing market size.

Please refer to note 3 to the Group financial statements for more information around the judgements and estimates involved in valuations used for determining recoverable value.

More information on impairment movements in the year is given in note 12.

Goodwill relates to the excess consideration above the fair value of identifiable net assets of acquired subsidiaries (see note 17). Goodwill is assessed for indicators of impairment annually.

Developed software and trade name intangibles as at 1 January 2023 relate to the acquisition of a business in 2020. Developed software is amortised over its estimated useful economic life of 9 years from the date of acquisition. The trade name acquired in 2020 was initially deemed to have an indefinite useful life, but has been re-assessed due to the change of trading name for the underlying cash generating unit to which it relates, at which point the value of the intangible asset was fully amortised.

Customer relationships and trademark intangibles acquired as part of a business combination in the prior year are amortised over their estimated useful economic life of 9.5 years and 7.5 years, respectively, from the date of acquisition.

Property, plant and equipment includes right-of-use assets, as follows:

Please refer to note 18 for details of the Group's associate investments.

Details of the Company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Entertainment Partners Holding Limited is claiming exemption under section 479A of the Companies Act 2006 not to be audited individually for the year ended 31 December 2024. Entertainment Partners UK HoldCo Limited as parent of the Group and subsidiary noted has given a statutory guarantee under section 479c of the Companies Act 2006, guaranteeing all of the outstanding liabilities to which the subsidiary is subject to at the year end of 31 December 2024.

The subsidiaries listed below were dissolved during the year:

• Moneypenny Production Accounting LLP

• Entertainment Partners UK Payroll Services HoldCo Limited

Acquisition of Donald Reid Group Limited

On 26 October 2024 the Group acquired a 100% of the issued capital of Donald Reid Group Limited. The acquisition was settled in cash, and deferred consideration.

The adjustment arising as a result of acquisition relates to the derecognition of existing book value goodwill within the acquired subsidiary.

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the company's services in new markets and the future operating synergies arising from the combination.

Acquisition of Donald Reid Limited

On 26 October 2024 the Group acquired a 100% of the issued capital of Donald Reid Limited. The acquisition was settled in cash, and deferred consideration.

The adjustment arising as a result of acquisition relates to the derecognition of existing book value goodwill within the acquired subsidiary.

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the company's products and services in new markets and the future operating synergies arising from the combination.

Details of the Group's associates at 31 December 2024 are as follows:

Investments in associates in the Group financial statements are measured using the equity method permitted by IAS 28 - Investments in Associates and Joint Ventures.

FLB Audit LLP ("FLB Audit") represents an investment whereby the Group exercises significant influence and is entitled to 100% economic rights and 49% voting rights, arising from the acquisition of its partnership share in October 2022. The Group does not exercise control over FLB Audit.

Amounts owed by the parent and fellow group undertakings are all unsecured, interest free and repayable on demand.

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

At the reporting date, trade receivables are shown of an allowance for doubtful debts of £244,262 (2023: £172,040).

During the year, the Group charged £48,827 (2023: £214,584) to bad debt expense, which was composed of:

• £72,222 of new provisions made (2023: £157,032)

• £11,617 bad debts written off in year (2023: £57,552)

The expected credit loss rate applied to trade receivables is based on the Group's historical credit losses experienced over the three year period to the reporting date, which are nil in the case of ongoing operations and business lines, however a provision has been applied in some cases as we have some external risks impact the industry and our clients. As such, management has assessed the trade receivables balance and provided an appropriate level allow for future credit losses. The directors have considered the nature of the relationship with the Group's customers and the terms of the contracts held in their assessment of future credit risk, and judge than they have sufficient provision against expected credit losses that may be occur.

Amounts owed to the parent, fellow group undertakings, and related parties are all unsecured, interest free and repayable on demand.

Contract liability balances relate to deferred revenue that is invoiced to contract customers before performance obligations specified in the underlying contracts are satisfied, and hence revenue is recognised.

The balance at the reporting date relates principally to revenue invoiced to customers ahead of satisfaction of the corresponding performance obligation, being the provision of Production Portal tools over the contracted license period and licensing over the contracted license period.

Contract liabilities are recognised on the statement of financial position until the criteria for revenue recognition is fulfilled.

Most revenues within contract liabilities are recognised within 12 months of the reporting date, while a few related to software license terms can extend from 1 to 3 years from the reporting date.

The following table details the remaining contractual maturity for the Group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the Group may be required to pay.

Responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Group's funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

The Group's leasing arrangement relate to the rental of office space in the United Kingdom, under a formal lease.

The Group was party to short term leases relating to office rental premises, which are exempt from IFRS 16 - Leases required accounting due to their short term nature, at both the current and prior year end.

Amounts recognised in profit or loss as an expense during the year in respect of lease arrangements are as follows:

The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period.

Deferred tax liabilities recognised in the Group financial statements relate to:

• Intangible fixed assets recognised upon business combinations, and the difference in the tax value and carrying book value within the financial statements; and

• Accelerated Capital Allowances ("ACAs"): timing differences between the tax written down value for UK corporation tax purposes and the net book carrying value in the financial statements.

Deferred tax assets are recognised in respect of:

• Other timing differences on costs expensed through the statement of comprehensive income in the current or prior accounting period, which are yet to receive a corporate tax deduction; and

• Tax adjusted losses carried forward, which are available for the Group and its subsidiaries to utilise against future taxable profits, to mitigate future tax charges.

Within the Group financial statements, deferred tax liabilities are offset by deferred tax assets, to the extent that the Group has sufficient tax adjusted losses or other timing differences within the same tax jurisdiction, against which to offset any tax liability that may arise on such timing differences for which the deferred tax liabilities relate. Management have elected not to recognise any net deferred tax asset position within the financial statements as the timing and probability of future taxable profits arising, against which to utilise these losses, is uncertain. As such, deferred tax assets are only recognised to the extent required to mitigate the recognition of any deferred tax liabilities.

Deferred tax liabilities in respect of intangible assets recognised upon business combinations are expected to reverse in line with the amortisation recognised year on year on the intangibles to which they relate, which at the reporting date have a further 4 - 8 years of expected useful economic life.

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

At the year end, contributions of £125,765 (2023: £125,463) were payable in relation to defined contribution schemes.

All Ordinary shares rank equally for voting purposes, dividend rights and rights to distributions, including on a winding up. The shares do not confer any rights of redemption.

During the year, the Company issued Ordinary share capital as follows:

• 1 Ordinary Shares of £1 each were allotted at premium of £499,999

• 1 Ordinary Shares of £1 each were allotted at premium of £4,499,999

• 1 Ordinary Shares of £1 each were allotted at premium of £999,999

• 1 Ordinary Shares of £1 each were allotted at premium of £3,399,999

• 1 Ordinary Shares of £1 each were allotted at premium of £1,499,999

• 1 Ordinary Shares of £1 each were allotted at premium of £999,999

• 1 Ordinary Shares of £1 each were allotted at premium of £4,999,999

• 1 Ordinary Shares of £1 each were allotted at premium of £4,199,999

The share premium account represents cumulative consideration received above nominal value on the issue of share capital.

The Group manages its capital to ensure that it will be able to continue as going concerns while maximising the return to shareholders through the optimisation of the mix of debt and equity. The Group's overall capital structure and capital risk management strategy remains unchanged from the prior year as the directors believe the objectives of the Group are being met under the current strategy.

The capital structure of the Group consists of:

• Issued share capital, which has primarily been issued at significant premium to finance the long term investments and funding requirements of the wider Group;

• Short term intragroup debt, which is involved in managing the shorter term working capital requirements of the parent Company and intragroup financing (note 21);

• Lease liabilities (note 24); and

• The retained deficit of the Group's historic operations.

The Group is not subject to any externally imposed capital requirements.

The Group is exposed through its operations to the following financial risks:

• Credit risk (see note 20)

• Interest rate risk

• Foreign currency risk

• Liquidity risk (see note 23)

The Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous years.

Foreign currency risk

The Group has moderate exposure to currency risk through selling goods to certain customers in Europe through the Ireland based subsidiary and denominating the price in Euro. Additionally, there is intragroup arranges that are settled or repaid in USD, where the Group will seek to offset receivables and payables in commonly denominated currency where contractually permitted to do so.

Interest rate risk

The Group has low exposure to interest rate risk but management consider the impact of rate changes on leases, bank balances and bank overdrafts. The Group has no interest bearing borrowings. The Group’s policy is to obtain the most favourable interest rates available for all interest-bearing financial instruments where it needs to employ them, and seek to hold any cash subject to interest receivable in the highest interest earning accounts that allowing for the required ability to call on cash.

Subsequent to the reporting date, but prior to the date of signing these financial statements, the following events of note took place:

Issuance of additional £1 Ordinary share capital

• 1 share on 14 February 2025 at a premium of £2,499,999

• 1 share on 15 May 2025 at a premium of £5,999,999

• 1 share on 15 October 2025 at a premium of £1,499,999

• 1 share on 17 December 2025 at a premium of £2,499,999

Debt to equity conversion

On 8 May 2025, a debt to equity conversion took place in respect of an interest free loan facility provided by the Company to the subsidiary undertaking, FLB Accountants LLP ("FLB"), of £4.9m. The loan was converted into members' capital contributions, resulting in the payable amount being reclassified from creditors due within one year to total members' other interests in the FLB's accounts.

No key management personnel are remunerated by the Group, the parent undertaking makes a management charge to the Group to cover a range of costs including services by those deemed to be key management personnel employed by the parent company. It is not practical to determine the proportion of their emoluments which relate to their services as key management personnel to the Group.

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

Sales made to the parent company relate to royalty licences income of £1,968,742 (2023: £1,183,014) and other professional fees charged of £619,274 (2023: £631,004).

Management charges in both years are those levied to the group by the parent undertaking to cover a range of costs incurred on the Group's behalf.

During the year, the Group made sales of £nil (2023: £132,660) relating to software licenses to the parent undertaking, with a cost of sales of £nil (2023: £109,153).

In the prior year, the Company received a dividend of £23,213 from its wholly owned subsidiary, EP UK NewCo Limited. The dividend was settled in cash.

The following amounts were outstanding at the reporting end date:

Amounts due to the parent company, associates and other related parties (which consist of intercompany loans with other group undertakings not consolidated within these financial statements) are unsecured, interest free and repayable on demand.

The following amounts were outstanding at the reporting end date:

Amounts due from the parent company and other related parties (which consist of intercompany loans with other group undertakings not consolidated within these financial statements) are unsecured, interest free and repayable on demand.

The immediate parent company is Entertainment Partners, LLC, a company formed under the laws of Delaware in the United States of America. The registered office of the company is 2950 North Hollywood Way Burbank, CA 91505 United States.

The ultimate parent company is EP Global Production Solutions, LLC, a company formed under the laws of Delaware in the United States of America. The registered office of the company is 2950 North Hollywood Way Burbank, CA 91505 United States.

EP Global Production Solutions, LLC is owned by a number of shareholders and no one shareholder can exert individual control. As such, there is not deemed to be an ultimate controlling party.

The notes on pages 49 to 52 form part of these parent financial statements.

As permitted by trues408 Companies Act 2006, the Company has not presented its own income statement and related notes. The Company’s loss for the year was £84,681,401 (2023 - £30,717,968).

The notes on pages 49 to 52 form part of these parent financial statements.

The notes on pages 49 to 52 form part of these parent financial statements.

Entertainment Partners UK Holdco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1010 Eskdale Road, Winnersh Triangle, Wokingham, Berkshire, RG41 5TS. The Company's principal activities and nature of its operations are disclosed in the directors' report.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The Company applies accounting policies consistent with those applied by the Group, other than as stated below. To the extent that an accounting policy is relevant to both Group and parent company financial statements, please refer to the Group financial statements for disclosure of the relevant accounting policy.

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates and judgements which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Management are required to consider fixed asset investments for impairment at least annually. This involves making judgements about the recoverable value of such assets through either use or sale of the asset, to assess for any impairment required to the carrying value stated within the financial statements. Recoverability is assessed through a combination of reviewing the net asset values of the business concerned and their ability to generate future economic benefits and cash flows for the Group.

Such valuations are subject to judgement and estimates in the models used to calculate the value of each respective investment, and their ability to generate economic benefits for the Company. As part of the models, sensitivity analysis was applied to indicate the impact of changing assumptions, in order to assess the current valuation of the businesses within the Group. Included in such models are following key assumptions:

• Discount rates, which consider appropriate costs of capital, such as weighted average cost of capital applying a range between 10-20% to give a present value estimate of future cashflows;

• Future inflation rates of 3%, which consider the future outlook of the UK economy, specific strategic policies that apply to the cost base and inflationary price increases on suppliers. This also accounts for impact of technological enhancements of processes to maintain costs whilst driving revenue growth;

• EBITDA multiples applying a range between 10-16 times EBITDA, which consider comparable businesses' market capitalisation values depending on the business line, in respect of their EBITDA, among other sector specific factors; and

• Forecasted future sales volumes, which consider inflationary price increases where applicate, known market factors, impact of strategic plans to enhance the client offering via new technology and plans to scale the business globally. Inflationary revenue increase of 5% based on strategic plans for each of the business lines and accounting for industry operated in.

The directors are the only employees of the Company and did not receive any emoluments in the current or prior year for their services to the Company. The directors are remunerated by the parent undertaking. It is not practical to determine the proportion of their emoluments which relate to their services as directors of the Company.

Details of the Company's principal operating subsidiaries are included in note 16.

Impairment of subsidiary investments

Impairment of subsidiary investments during the year is comprised of:

• £44,190,422 (2023: £17,000,000) impairment of the investment in Entertainment Partners Holding Limited, which indirectly holds the investment in Entertainment Partners UK Limited, which resulted in a post impairment valuation of £nil (2023: £39,190,422). The impairment arose due to challenging business performance experienced by the subsidiary and forecasted growth being delayed by a change in product strategy restricting our available client base, coupled with industry disruption reducing market size.

• £400,000 (2023: £3,011,039) impairment of the investment in Entertainment Partners Payroll Services Limited, which resulted in a post impairment valuation of £nil (2023: £nil). The impairment arose due to challenging business performance experienced by the subsidiary and forecasted growth being delayed by a change in product strategy restricting our available client base, coupled with industry disruption reducing market size.

• Full impairment of £2,440,211 was recognised in the prior year in respect of the investment in EP UK NewCo Limited and Moneypenny Production Accounting LLP. The impairment arose due to the liquidation of the underlying subsidiary during the year.

• £40,364,367 (2023: £8,300,461) impairment of the investment in FLB Accountants LLP, which resulted in a post impairment valuation of £nil (2023: £33,497,417). The impairment arose due challenging business performance experienced by the subsidiary principally attributable to material exposure to the production industry which has been through a period of disruption, and a change in management structure impacting short term revenue growth whilst the business realigned its longer term strategic growth plans. The recoverable value of goodwill is supported by a value in use valuation including discounted future cashflows.

Please refer to note 39 to the Company financial statements for more information around the judgements and estimates involved in valuations used for determining recoverable value.

Amounts owed by the parent are all unsecured, interest free and repayable on demand.

Amounts owed by subsidiary undertakings consist of:

• Intercompany loans of £3,481,615 (2023: £1,385,227) which are unsecured, carry fixed interest at 8.55% per annum, and is repayable on demand.

• Intercompany loans of £208,143 (2023: £2,142,657) which are unsecured, interest free and repayable on demand.

Amounts owed to the subsidiary undertakings are all unsecured, interest free and repayable on demand.

Deferred consideration relates to the future cash consideration payable by the Company in respect of the previous business combination.