Pomvom Uk Limited - Limited company accounts 25.1

REGISTERED NUMBER: 12676176 (England and Wales)

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

POMVOM UK LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Statement of Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

M Mandelbaum

Ms T Mikhel

R Gorev

O Knaan

REGISTERED OFFICE:

Unit 3 & 4 Haydock Park Road

Osmaston Park Industrial Estate

Derby

DE24 8HT

REGISTERED NUMBER:

12676176 (England and Wales)

AUDITORS:

Melinek Fine LLP

Chartered Accountants

Statutory Auditors

First Floor, Winston House

349 Regents Park Road

London

N3 1DH

INTRODUCTION

The company provides an image capture product offering to the leisure and experience industry, notably theme parks, water parks, attractions and multi-participant events around the world. The company provides its customers, who are the site owners, with comprehensive services, usually on a revenue share basis, starting with the installation of photographic equipment, employment of personnel, and ending with the printing or downloading of the photos.

The company is part of a worldwide group which has developed a digital platform that combines innovative technologies for photography, automatically creating content in a cloud environment, distributing and selling it to the end user. This digital platform is being rolled out across the company's sites and forms a growing portion of the company's sales activities.

REVIEW OF BUSINESS

Turnover increased by 0.009% to £31,083,321 (2023: £30,783,703).

The company made an operating profit of £1,677,297 in 2024 (2023: £235,397).

The turnover and profit of the company does not typically fluctuate significantly year on year, as the customer base is steady and is made up of longer term contracts with customers that the company has developed a relationship with over several years. There have been no gains or losses of major customers in the year.

KPls are monitored by Pomvom Ltd in Israel, Revenue levels are monitored, and EBITDA is monitored to ensure that is in line with (or better than) the budgeted EBITDA. Similarly, cash flow forecasts are compared to actual cash flow to ensure the cash flow is in line with expectations.

Bonus targets generally relate to EBITDA, Cashflow and digital revenue

Future developments

During the year 2025, the company will continue with the roll out of the digital platform, started in 2022, in the rest of the sites where it operates. This roll out, which is carried out in various stages, is expected to result in the maximisation of sales at site. As the revenues from selling products digitally increase, the cost of revenues will decrease, these being the cost of product used in the print operation, and the labour required to service this operation.

Updating the technology and increasing the digital element will allow the company to develop in the following areas:

The transition from image to video - the digital platform makes it possible to produce, distribute and save video capture of the users.

Sharing in real time - the increasing use of digital media sharing on social networks accelerates the transition to digital photography mainly through mobile phones or photographic means that allow the capture of unique experiences in real time.

Reducing the use of cash - the use of cash has recently been significantly reduced in the parks. The digital platform, which enables online purchase of media by the end customer, is complementary to this trend.

PRINCIPAL RISKS AND UNCERTAINTIES

The critical success factors to this strategy are:

Economic slowdown and uncertainty

A global or local economic slowdown may cause a decrease in the number of visitors to the sites where the company operates, resulting in a decrease in demand for the service provided by the company.

Epidemics, including global and local disasters

Global and local epidemics and disasters may cause governments to take steps that limit activity, thereby disrupting leisure activities and gatherings.

Cyber attacks and information leakage

The company's services to its customers are performed through the use of the cloud. The company makes every effort to maintain a strict information security system and a sufficient set of backups in order to prevent damage to the contents delivered to the company's customers. However, cyber attacks on the company's software or other companies' systems used by the company may prevent the company from providing its services temporarily and may even cause damage to the content transmitted through the company's system. Such damage may lead to the loss of the trust of the company's customers and damage to the company's reputation, which may affect the business performance. The company has dedicated insurance against damages as a result of a cyber attack. At the time of publication of the report, no material event of this type has occurred.

Regulatory changes

The company operates in various territories around the world and therefore may be subject from time to time to various regulatory provisions, mainly in the field of privacy protection in the countries in which it operates.Changes in the regulation, as well as the differences in the regulatory provisions between different countries, may require making adjustments to the company's products and lead to a reduction of its activities in different countries or considerable expenses.

Non-compliance with the provisions of the law

Failure to comply with the provisions of the law, particularly in connection with privacy protection and GDPR, may expose the company and its officers to sanctions, including civil and criminal proceedings and the imposition of financial sanctions. In addition, failure to comply with the instructions may cause significant damage to the company's reputation and profitability.

Cash collection

In some of the sites where the company operates, payment is made in cash for the company's products. Accordingly, the company is required to operate a cash collection operation totalling millions of pounds which is carried out in many transactions with low amounts per transaction. Collecting payments in this manner may lead to theft or loss of funds and damage to the company's revenues.

Recruitment of operational personnel and changes in labour laws

The company employs many seasonal workers at the sites where the company provides its services in the UK and Europe who are often employed at minimum wage. Future changes in the minimum wage or other substantial changes in the labour laws in the countries where the company operates affect the wages of these employees and may also affect the company's business results. Difficulty in recruiting suitable personnel may also harm the operative activity of the company.

Dependence on key employees

There are some key employees, especially those who have experience and seniority in the company who the company sees as having a significant future contribution to its development due to the extensive knowledge they have gained and their experience in the activity market and the structure of the company. With the loss of any of these employees, the company will need a certain period of time to locate a replacement and there may be an impact, for a short period of time, in relation to the field of activity of that official.

ON BEHALF OF THE BOARD:

Ms T Mikhel - Director

28 December 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

The profit/(loss) for the year after taxation, amount to £1,412,953 (2023: as restated (£158,094)).

Dividends amount to £Nil (2023: £Nil) were paid during the year. The directors do not recommend the payment of further dividends in respect of the year.

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

M Mandelbaum - appointed 11 September 2024

Ms T Mikhel - appointed 11 September 2024

Y Dagan - resigned 5 March 2024

R Gorev - appointed 5 March 2024

B P Hegarty - resigned 31 August 2024

Y Minkovicz - resigned 18 September 2024

O Knaan was appointed as a director after 31 December 2024 but prior to the date of this report.

STRATEGIC REPORT

The company has chosen in accordance with section 414C (11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the company's Strategic Report information required by the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 Schedule 7 to be combined in the directors' report. This information includes future developments, the company's financial risk objectives and policies, and the company's exposure to financial risk including price, credit, liquidity and cashflow.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Melinek Fine LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Ms T Mikhel - Director

28 December 2025

Opinion

We have audited the financial statements of Pomvom Uk Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other matters

Without modifying our opinion, we draw your attention to note 12 regarding the prior year adjustments.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience; through verbal and written communications with those charged with governance and other management; and via inspection of the company's regulatory and legal correspondence.

We discussed with those charged with governance and other management the policies and procedures regarding compliance with laws and regulations.

We communicated identified laws and regulations to our team and remained alert to any indicators of non-compliance throughout the audit, we also specifically considered where and how fraud may occur within the company.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the company is subject to laws and regulations that directly affect the financial statements, including: the company's constitution, relevant financial reporting standards; company law; tax legislation and distributable profits legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

Secondly the company is subject to other laws and regulations such as environmental regulations, health and safety regulations, and data protection regulations, where the consequences of non-compliance could have a material effect on the amounts or disclosures in the financial statements, for instance through the imposition of fines and penalties, or through losses arising from litigation.

International Standards on Auditing (UK) (ISAs (UK)) limit the required procedures to identify non-compliance with these laws and regulations, and no procedures over and above those already noted are required. These limited procedures did not identify any actual or suspected non-compliance with laws and regulations that could have a material impact on the financial statements.

In relation to fraud, we performed the following specific procedures in addition to those already noted:

- Challenging assumptions made by management in its significant accounting estimates;

- Identifying and testing journal entries during the period and up to the date of signing this report, in particular any entries posted with unusual nominal ledger account combinations and journal entries crediting cash or any revenue account;

- Performing analytical procedures to identify unexpected movements in account balances which may be indicative of fraud;

- Ensuring that testing undertaken on both the performance statement and the Balance Sheet includes a number of items

selected on a random basis

These procedures did not identify any actual or suspected fraudulent irregularity that could have a material impact on the financial statements.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with International Standards on Auditing (UK)(ISAs (UK)). For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the procedures that we are required to undertake would identify it. In addition, as with any audit, there remains a high risk of non-detection of irregularities, as these might involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal controls. We are not responsible for preventing non-compliance with laws and regulations or fraud, and cannot be expected to detect non-compliance with all laws and regulations or every incidence of fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Aryeh Melinek (Senior Statutory Auditor)

for and on behalf of Melinek Fine LLP

Chartered Accountants

Statutory Auditors

First Floor, Winston House

349 Regents Park Road

London

N3 1DH

30 December 2025

TURNOVER

4

31,083,321

30,783,703

Cost of sales

23,633,134

23,051,107

GROSS PROFIT

7,450,187

7,732,596

Administrative expenses

5,772,890

8,179,400

1,677,297

(446,804

)

Other operating income

5

-

682,201

OPERATING PROFIT

8

1,677,297

235,397

Interest receivable and similar income

9

19,038

116,683

1,696,335

352,080

Interest payable and similar expenses

10

253,223

228,099

PROFIT BEFORE TAXATION

1,443,112

123,981

Tax on profit

11

30,159

282,075

PROFIT/(LOSS) FOR THE FINANCIAL

YEAR

1,412,953

(158,094

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME/(LOSS)

FOR THE YEAR

1,412,953

(158,094

)

FIXED ASSETS

Intangible assets

13

560,667

630,750

Tangible assets

14

539,184

711,979

Investments

15

150,001

1,249,852

1,492,730

CURRENT ASSETS

Stocks

16

145,753

170,094

Debtors

17

7,874,599

4,728,890

Cash at bank

1,852,236

2,337,007

9,872,588

7,235,991

CREDITORS

Amounts falling due within one year

18

3,890,382

3,147,067

NET CURRENT ASSETS

5,982,206

4,088,924

TOTAL ASSETS LESS CURRENT

LIABILITIES

7,232,058

5,581,654

CREDITORS

Amounts falling due after more than one year

19

6,028,940

5,791,489

NET ASSETS/(LIABILITIES)

1,203,118

(209,835

)

CAPITAL AND RESERVES

Called up share capital

21

5

Capital contributions - Loans

22

285,666

523,117

Profit and loss account

22

917,447

(732,957

)

SHAREHOLDERS' FUNDS

1,203,118

(209,835

)

The financial statements were approved by the Board of Directors and authorised for issue on 28 December 2025 and were signed on its behalf by:

Ms T Mikhel - Director

	Called up share capital	Profit and loss account	Capital contributions - SBP	Capital contributions - Loans	Total Equity
	£	£	£	£	£
Balance at 1 January 2023	5	(706,398)	505,780	751,216	550,603

Prior year brought forward balance adjustment	-	(96,564)	(505,780)	-	(602,344)
Changes in equity
Deficit for the year	-	(2,818,632)	-	-	(2,818,632)

Total comprehensive income	-	(2,818,632)	-	-	(2,818,632)
Capital Contribution	-	-	188,705	-	188,705
Transfer to/from profit & loss (note 22)	-	228,099	-	(228,099)	-

Balance at 31 December 2023	5	(3,393,495)	188,705	523,117	(2,681,668)

Prior year adjustment	-	2,660,538	(188,705)	-	2,471,833

As restated	5	(732,957)	-	523,117	(209,835)

Changes in equity
Profit for the year	-	1,412,953	-	-	1,412,953

Total comprehensive income	-	1,412,953	-	-	1,412,953
Transfer to/from profit & loss (note 22)	-	237,451	-	(237,451)	-

Balance at 31 December 2024	5	917,447	-	285,666	1,203,118

1.	STATUTORY INFORMATION

Pomvom Uk Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in Sterling (£), which is the functional currency of the company.

Financial Reporting Standard 102 - reduced disclosure exemptions

As permitted by FRS 102 section 1.12, the company has taken advantage of the disclosure exemptions available under the standard in relation to the presentation of a statement of cash flows and the aggregate remuneration of key management personnel. Where required, equivalent disclosures are given in the consolidated financial statements of Pomvom Ltd. The consolidated financial statements of Pomvom Ltd are available to the public and can be obtained as set out in note 24.

As the company is a wholly owned subsidiary of a company whose consolidated financial statements include the results of the subsidiary and are publicly available, the company has taken advantage of FRS 102 Section 33.1a exemption from disclosing transactions with group undertakings.

Preparation of consolidated financial statements

The company is exempt from the requirement to prepare consolidated financial statements by section 401 of the Companies Act 2006.

Going Concern

At the balance sheet date, the company had a positive cash balance and net current asset position. At the time of signing these financial statements, the directors have considered the going concern position, and consider that this does indicate that the company will continue to trade for a period of at least 12 months from the date of signing these financial statements.

The directors have prepared detailed forecasts which are based on increasing levels of activity continuing for the foreseeable future. Using these assumptions, the forecasts show that the company will remain profitable and will be able to operate within the facilities available to it. Support from group companies will be available if a shortfall in financial performance is noted.

The directors have prepared these financial statements on a going concern basis.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

• the company has transferred the significant risks and rewards of ownership to the buyer;

• the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

• the amount of turnover can be measured reliably;

• it is probable that the company will receive the consideration due under the transaction; and

• the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Other operating Income

Other operating income represents the income received for supply of services to other group companies.

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Goodwill - 12 years

Other intangible assets - 12 years

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the profit and loss account over its useful economic life.

Other intangible assets

Other intangible assets are recognised only if certain criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The other intangible assets are subsequently amortised to on a straight line basis over their expected useful economic lives.

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.

The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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:

Plant and machinery - 1-3 years

Fixtures and fittings - 3 years

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.

At each balance sheet date, the company reviews the carrying amounts of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an 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 the asset, the company estimate the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately in profit or loss.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

Stocks

Stocks are stated at the lower of cost and the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Financial instruments

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as trade and other debtors and creditors and loans to and from related parties.

All financial assets and liabilities are initially measured at transaction price and subsequently measured at amortised cost.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.

Current and deferred taxation

The taxation charge for the year comprises current and deferred taxation.

Current taxation is recognised for the amount of corporation taxation payable in respect of the taxable profit for the current or past reporting periods using the taxation rates and laws that have been enacted or substantively enacted by the reporting date.

Deferred taxation is recognised where material in respect of all timing differences at the reporting date, except as otherwise indicated.

Deferred taxation assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred taxation liabilities or other future taxable profits. Deferred taxation is calculated using the taxation rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Share based payments

Certain directors and employees of the company participate in an equity settled share based payment scheme. Fair value is determined by an external valuer using an appropriate pricing model. Participation in the scheme is on a discretionary basis and so amounts are recognised once full shareholder approval has been given and as such the grant and vesting date are the same. The expense is recognised in profit or loss with corresponding entry in equity. The cost of equity-settled transactions is measured by reference to the fair value of the equity instruments granted at the date at which they are granted and is recognised as an expense, which is the date the directors and employees are fully entitled to the award.

Foreign currency translation

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. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss in the year in which they relate.

Pensions

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 profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Reserves

The Company’s reserves are as follows:

Called up share capital reserve represents the nominal value of the shares issued.

The Capital Contributions reserve (Loans) represents the discount calculated on non-interest bearing inter-company loans. The capital contribution reserve is non-distributable.

Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The directors make estimates and assumptions concerning the future. The directors are also required to exercise judgement in the process of applying the company's accounting policies.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In preparing these financial statements, the director has not identified any key judgements or key sources of estimation uncertainty.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2024

2023

as restated

£

United Kingdom

25,543,923

25,296,329

Rest of Europe

5,539,398

5,078,223

Rest of the World

-

409,151

31,083,321

30,783,703

5.	OTHER OPERATING INCOME

2024

2023

as restated

£

Management charge

-

682,201

6.	EMPLOYEES AND DIRECTORS

2024

2023

as restated

£

Wages and salaries

6,148,377

6,716,661

Other pension costs

43,602

68,771

6,191,979

6,785,432

The average number of employees during the year was as follows:

2024

2023

as restated

Operations

380

515

Central Support Function

32

29

Leadership team

1

413

545

Wages and salaries includes total directors' remuneration of £143,231 (2023: £326,176).

7.	DIRECTORS' REMUNERATION

During the year retirement benefits were accruing to 1 director (2023:1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £143,231 (2023: £326,176).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £4,200 (2023: £7,923).

8.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024

2023

as restated

£

Depreciation - owned assets

376,599

280,441

Profit on disposal of fixed assets

(2,590

)

-

Goodwill amortisation

84

83

Other intangible assets amortisation

69,999

Auditors' remuneration

33,415

21,996

Foreign exchange differences

73,461

169,498

9.

INTEREST RECEIVABLE AND SIMILAR INCOME

2024

2023

as restated

£

Deposit account interest

19,038

116,683

10.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

as restated

£

Bank loan interest

15,772

-

Notional interest on loans

237,451

228,099

253,223

228,099

11.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2024

2023

as restated

£

Current tax:

UK corporation tax

30,159

148,088

Deferred tax

-

133,987

Tax on profit

30,159

282,075

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

as restated

£

Profit before tax

1,443,112

123,981

Profit multiplied by the standard rate of corporation tax in the UK of 25%

(2023 - 23.500%)

360,778

29,136

Effects of:

Expenses not deductible for tax purposes

59,855

(99,791

)

Income not taxable for tax purposes

(5,407

)

-

Capital allowances in excess of depreciation

-

(1,768

)

Depreciation in excess of capital allowances

42,035

-

Utilisation of tax losses

(222,221

)

-

Adjustments to tax charge in respect of previous periods

-

120,849

Group relief surrendered

(242,786

)

13,147

Remeasurement for deferred tax rates

-

2,567

Foreign tax credits

30,159

172,851

Adjustments to tax charge in respect of prior periods - deferred tax

-

90,605

Other timing differences

-

(45,521

)

Share based compensation

7,746

-

Total tax charge

30,159

282,075

12.	PRIOR YEAR ADJUSTMENT

The prior year adjustment related to the reversal of an impairment on two inter-company loans amounting to £2,660,538, this impairment was recognised in the prior year.

The directors have reconsidered the information available to them as at 31 December 2023 and have concluded that based on that information that the impairment was overly prudent. Thus, the comparatives have been restated to show these balances at their original amount.

Furthermore, an adjustment is also made of £694,485 as share based payments made by the holding company on behalf of this company where historically treated as capital contribution whereas they should have been treated as amounts due to the holding company.

13.	INTANGIBLE FIXED ASSETS

Other

intangible

Goodwill

assets

Totals

£

COST

At 1 January 2024

and 31 December 2024

1,000

840,000

841,000

AMORTISATION

At 1 January 2024

310

209,940

210,250

Amortisation for year

84

69,999

70,083

At 31 December 2024

394

279,939

280,333

NET BOOK VALUE

At 31 December 2024

606

560,061

560,667

At 31 December 2023

690

630,060

630,750

14.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

machinery

fittings

Totals

£

COST

At 1 January 2024

1,136,193

26,655

1,162,848

Additions

197,850

5,954

203,804

At 31 December 2024

1,334,043

32,609

1,366,652

DEPRECIATION

At 1 January 2024

450,129

740

450,869

Charge for year

363,534

13,065

376,599

At 31 December 2024

813,663

13,805

827,468

NET BOOK VALUE

At 31 December 2024

520,380

18,804

539,184

At 31 December 2023

686,064

25,915

711,979

15.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

150,001

NET BOOK VALUE

At 31 December 2024

150,001

At 31 December 2023

150,001

Subsidiary undertakings

The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holdings

Picsolve Espana

Avenida Diagonal, 477- P. 10

08036, Barcelona, Spain

Ordinary

100%

Pomvom US Inc.

300 South Orange Ave,

Orlando, FL, 32792

Ordinary

100%

16.

STOCKS

2024

2023

as restated

£

Stocks

145,753

170,094

17.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

Trade debtors

1,326,296

1,504,467

Amounts owed by group undertakings

6,183,452

2,926,180

Other debtors

98,405

19,964

Deferred tax asset

216,600

87,747

Prepayments

49,846

190,532

7,874,599

4,728,890

The amounts due from group undertakings are due within one year are unsecured, have no fixed repayment, are interest free and are repayable on demand.

18.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

Trade creditors

1,494,814

464,701

Amounts owed to group undertakings

375,078

1,089,582

Corporation Tax

-

120,849

Social security and other taxes

795,463

423,448

Other creditors

528,538

471,109

Accruals and deferred income

696,489

577,378

3,890,382

3,147,067

The amounts due to group undertakings are due within one year are unsecured, have no fixed repayment, are interest free and are repayable on demand.

19.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

as restated

£

Amounts owed to group undertakings

6,028,940

5,791,489

The amounts due after one year to the Parent company are unsecured and due for repayment 5 years after issue, has no interest but is discounted at a deemed internal financing rate of 4.1%.

20.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

as restated

£

Within one year

60,577

39,000

Between one and five years

142,604

68,250

203,181

107,250

21.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

as restated

£

500

Ordinary shares

0.01

5

22.

RESERVES

The Capital Contributions Reserves relates to the benefit received by the company on the receipt of 5 year interest free loans from its parent company.The reserve is non-distributable.

23.	PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £86,453 (2023: £106,241). Contributions totalling £8,055 (2023: £15,912) were payable to the fund at the balance sheet date and are included in other creditors.

24.	PARENT COMPANY INFORMATION

The immediate and ultimate parent undertaking is Pomvom Ltd, a listed company incorporated in Israel. Pomvom Ltd is controlled by its shareholders and has no controlling party. Pomvom Ltd is listed on the Tel Aviv stock exchange.

The smallest and largest group for which consolidated financial statements are prepared is Pomvom Ltd. Copies of the financial statements can be obtained from the company secretary at 1 Arieh Shenkar, Hertzliya, Israel, 4672501.

25.	SHARE-BASED PAYMENT TRANSACTIONS

The directors participated in an equity settled share based payment scheme, relating to the shares of the parent undertaking.

During the year, shares were issued to a director and the total expense for the shares awarded was £30,983 (2023: £188,705).