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Registration number: 15420658

Virtually Media Holdings Limited
Unaudited Filleted Financial Statements
for the Period from 17 January 2024 to 30 June 2025

Virtually Media Holdings Limited

Contents

Company Information | 1
Accountants' Report | 2
Balance Sheet | 3
Notes to the Unaudited Financial Statements | 4 to 8

Virtually Media Holdings Limited

Company Information

Directors | Mr Andrea Radrizzani Mr Euan Laurance Rabbatts Mrs Laura Anne Chan

Registered office | 3 Cavendish Square London W1G 0LB

Accountants | DTL Advisory Limited Certified Chartered Accountant5th Floor, North Side 7/10 Chandos Street London W1G 9DQ

Chartered Certified Accountants' Report to the Board of Directors on the Preparation of the Unaudited Statutory Accounts of
Virtually Media Holdings Limited
for the Period Ended 30 June 2025

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the accounts of Virtually Media Holdings Limited for the period ended 30 June 2025 as set out on pages 3 to 8 from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Association of Chartered Certified Accountants, we are subject to its ethical and other professional requirements which are detailed at https://www.accaglobal.com/gb/en/member/standards/rules-and-standards/rulebook.html.

This report is made solely to the Board of Directors of Virtually Media Holdings Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the accounts of Virtually Media Holdings Limited and state those matters that we have agreed to state to the Board of Directors of Virtually Media Holdings Limited, as a body, in this report in accordance with the requirements of the Association of Chartered Certified Accountants as detailed at http://www.accaglobal.com/gb/en/technical-activities/technical-resources-search/2009/
october/factsheet-163-audit-exempt-companies.html. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Virtually Media Holdings Limited and its Board of Directors as a body for our work or for this report.

It is your duty to ensure that Virtually Media Holdings Limited has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and loss of Virtually Media Holdings Limited. You consider that Virtually Media Holdings Limited is exempt from the statutory audit requirement for the period.

We have not been instructed to carry out an audit or a review of the accounts of Virtually Media Holdings Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory accounts.

......................................
DTL Advisory Limited
Certified Chartered Accountant
5th Floor, North Side
7/10 Chandos Street
London
W1G 9DQ

6 January 2026

Virtually Media Holdings Limited

(Registration number: 15420658)
Balance Sheet as at 30 June 2025

| Note | 2025 €
Fixed assets |  |
Investments | 4 | 10,001
Current assets |  |
Debtors | 5 | 1,006,473
Creditors: Amounts falling due within one year | 6 | (12,819)
Net current assets |  | 993,654
Total assets less current liabilities |  | 1,003,655
Creditors: Amounts falling due after more than one year | 6 | (844,713)
Net assets |  | 158,942
Capital and reserves |  |
Called up share capital | 7 | 107
Share premium reserve |  | 205,434
Retained earnings |  | (46,599)
Shareholders' funds |  | 158,942

For the financial period ending 30 June 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• | The members have not required the company to obtain an audit of its accounts for the period in question in accordance with section 476; and
• | The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the director has not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 6 January 2026 and signed on its behalf by:

......................................... Mr Andrea Radrizzani Director

Virtually Media Holdings Limited

Notes to the Unaudited Financial Statements for the Period from 17 January 2024 to 30 June 2025

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
3 Cavendish Square
London
W1G 0LB
England

These financial statements were authorised for issue by the Board on 6 January 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value. The functional and presentational currency is Euro (€).

Going concern

The directors have prepared the financial statements on a going concern basis. In making this assessment, the directors note that the company is a holding company and is dependent on continued financial support from its shareholders and related parties. The directors have a reasonable expectation that such support will continue for the foreseeable future and, accordingly, consider it appropriate to prepare the financial statements on a going concern basis

Investments

Investments in subsidiary undertakings are stated at cost less impairment. Cost represents the fair value of the consideration given to acquire the investment.
The carrying value of investments is reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Borrowings

Virtually Media Holdings Limited

Notes to the Unaudited Financial Statements for the Period from 17 January 2024 to 30 June 2025

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Where equity instruments are issued as part of a financing arrangement, the equity component is recognised in equity in accordance with FRS 102, with any associated financial liability accounted for separately.

3 | Staff numbers

The average number of persons employed by the company (including directors) during the period, was 3.

4 | Investments

| 2025 €
Investments in subsidiaries | 10,001

Subsidiaries | €
Cost or valuation
Additions | 10,001
Provision
Carrying amount
At 30 June 2025 | 10,001

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Virtually Media Holdings Limited

Notes to the Unaudited Financial Statements for the Period from 17 January 2024 to 30 June 2025

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025
Subsidiary undertakings
Virtually Media Limited | 3 Cavendish Square, London W1G 0LB United Kingdom |  | 100%
Virtually Media Italia SRL | Milano (MI) Corso Di Porta Nuova 15, 20121 Italy |  | 100%

5 | Debtors

Current | Note | 2025 €
Amounts owed by related parties | 9 | 1,006,374
Other debtors |  | 99
|  | 1,006,473

Virtually Media Holdings Limited

Notes to the Unaudited Financial Statements for the Period from 17 January 2024 to 30 June 2025

6 | Creditors

Creditors: amounts falling due within one year

| Note | 2025 €
Due within one year |  |
Amounts owed to group undertakings and undertakings in which the company has a participating interest | 9 | 10,001
Accruals and deferred income |  | 2,818
|  | 12,819

Creditors: amounts falling due after more than one year

| Note | 2025 €
Due after one year |  |
Loans and borrowings | 8 | 844,713

7 | Share capital

Allotted, called up and fully paid shares

| 2025
| No. | €
Ordinary shares of £1 each | 92 | 107

During the period, the company issued 92 ordinary shares of £1 each for total consideration of €205,541, comprising €107 credited to share capital and €205,434 credited to the share premium reserve.
The share premium recognised during the period arose in connection with the drawdown of funding under a loan facility agreement entered into with MVP Sports AG. In accordance with the terms of that agreement, the company is contractually required to issue shares on each utilisation of the facility. In addition, as the facility carries a below-market contractual interest rate, the loan was initially recognised at fair value, with the resulting benefit credited to equity in accordance with FRS 102.
The number of shares issued and the amounts credited to share capital and share premium are consistent with the equity calculations prepared by management and reflect the fair value of equity instruments issued during the period.

Virtually Media Holdings Limited

Notes to the Unaudited Financial Statements for the Period from 17 January 2024 to 30 June 2025

8 | Loans and borrowings

Non-current loans and borrowings

| 2025 €
Other borrowings | 844,713

At 30 June 2025, the company had non-current loans and borrowings of €844,713.
The balance relates to a £2,000,000 committed loan facility agreement dated 19 September 2024 entered into with MVP Sports AG (the lender). Amounts drawn under the facility bear interest at a fixed contractual rate of 1% per annum and are repayable on the contractual repayment date of 17 October 2027, unless repaid or cancelled earlier in accordance with the terms of the agreement.
In accordance with the company’s accounting policies and FRS 102, the loan is initially recognised at fair value, being the present value of future cash flows discounted at an estimated market rate of interest. As the facility carries a below-market contractual interest rate, the difference between the fair value on initial recognition and the proceeds received has been recognised within equity. The loan is subsequently measured at amortised cost using the effective interest method, with the unwinding of the discount recognised as a finance cost in the profit and loss account over the term of the facility.
In connection with each utilisation of the facility, the company is contractually required to issue shares in accordance with the terms of the agreement. Any such share issuances are recognised directly in equity when issued.
The directors consider that the carrying value of the loan approximates its fair value at the balance sheet date.

9 | Related party transactions

Summary of transactions with subsidiaries

Wholly-owned subsidiary undertakings The company provides funding to its wholly-owned subsidiary undertakings in the ordinary course of group operations. At the balance sheet date, amounts due from wholly-owned subsidiary undertakings totalled €1,006,374. The balances are unsecured, interest-free and repayable on demand. The company has claimed exemption under FRS 102 Section 1A from disclosing related party transactions with wholly-owned group undertakings. The disclosures above are limited to material balances outstanding at the balance sheet date.

10 | Parent and ultimate parent undertaking

The ultimate parent is Aser Ventures Limited, incorporated in England and Wales.
The ultimate controlling party is Mr Andrea Radrizzani.