REGISTERED NUMBER: 08121657 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

FOR

VIDEOLOFT LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

P A Coombs

M D Fischer

D I Germain

T R Pearson

A Rostom

J L West

L J Worrell

K S Chohan

REGISTERED OFFICE:

18c Croft Drive

Milton

Abingdon

Oxfordshire

OX14 4RP

REGISTERED NUMBER:

08121657 (England and Wales)

ACCOUNTANTS:

Galloways Accounting (Horsham) Limited

Ridgeland House

15 Carfax

Horsham

West Sussex

RH12 1ER

FIXED ASSETS

Intangible assets

4

11,210

13,654

Tangible assets

5

21,311

26,540

32,521

40,194

CURRENT ASSETS

Stocks

66,248

71,283

Debtors

6

785,553

602,148

Cash at bank

152,278

111,968

1,004,079

785,399

CREDITORS

Amounts falling due within one year

7

(1,232,196

)

(1,883,673

)

NET CURRENT LIABILITIES

(228,117

)

(1,098,274

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(195,596

)

(1,058,080

)

CREDITORS

Amounts falling due after more than one year

8

(2,131,874

)

(2,087,343

)

NET LIABILITIES

(2,327,470

)

(3,145,423

)

CAPITAL AND RESERVES

Called up share capital

10

31,129

23,964

Share premium

4,311,622

3,118,700

Share-based payment reserve

726,793

383,834

Retained earnings

(7,397,014

)

(6,671,921

)

SHAREHOLDERS' FUNDS

(2,327,470

)

(3,145,423

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 June 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 June 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 9 January 2026 and were signed on its behalf by:

J L West - Director

1.	STATUTORY INFORMATION

Videoloft 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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Sale of goods

Revenue from the sale of goods is recognised when 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 revenue can be reliably measured; 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 reliably measured.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when the amount of revenue can be reliably measured; it is probable that the Company will receive the consideration due under the contract; the stage of completion of the contract at the end of the reporting period can be reliably measured; and the costs incurred and the costs to complete the contract can be reliably measured.

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 five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment

-

33% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Operating leases

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

The directors believe that the financial statements have been prepared appropriately on a going concern basis.

Share-based payments

The Company has granted share options ('equity-settled share-based payments') to certain employees.

Equity-settled share-based payments are measured at the fair value at the grant date by reference to the fair value of the equity instrument using the Black-Scholes model.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 18 (2024 - 20 ) .

4.	INTANGIBLE FIXED ASSETS

Patents

and

licences

£

COST

At 1 July 2024

and 30 June 2025

20,966

AMORTISATION

At 1 July 2024

7,312

Amortisation for year

2,444

At 30 June 2025

9,756

NET BOOK VALUE

At 30 June 2025

11,210

At 30 June 2024

13,654

5.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 July 2024

133,118

Additions

11,597

At 30 June 2025

144,715

DEPRECIATION

At 1 July 2024

106,578

Charge for year

16,826

At 30 June 2025

123,404

NET BOOK VALUE

At 30 June 2025

21,311

At 30 June 2024

26,540

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

as

restated

£

£

Trade debtors

557,684

410,350

Other debtors

154,842

124,784

Prepayments and accrued income

73,027

67,014

785,553

602,148

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

as

restated

£

£

Trade creditors

83,775

137,362

Social security and other taxes

31,161

27,666

Other creditors

1,036,859

1,642,632

Accrued expenses

80,401

76,013

1,232,196

1,883,673

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

as

restated

£

£

Preference shares - 2-5 years

942,300

942,300

Pref shares more 5 yrs instal

1,189,574

1,145,043

2,131,874

2,087,343

Amounts falling due in more than five years:

Repayable by instalments

Pref shares more 5 yrs instal

1,189,574

1,145,043

The £1 preference shares carry a dividend of 10% payable in two instalments on 31 December 2028 and 30 June 2028. The shares are redeemable in five equal annual instalments, starting from 11 April 2028, at a price of £2.25 for every £1 preference share. The finance charge relating to the preferences shares of £44,531(2024: £42,627) has been recognised in the profit or loss account.

9.	LEASING AGREEMENTS

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

2025

2024

as

restated

£

£

Within one year

30,220

30,220

Between one and five years

7,555

7,555

37,775

37,775

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

as restated

£

£

311,283

Ordinary

£0.10

31,129

23,964

71,647 Ordinary shares of £0.10 each were allotted as fully paid at a premium of 16.64878 per share during the year.

11.	RELATED PARTY DISCLOSURES

Within other creditors are amounts owed to the directors totalling £447,000 (2024: £1,100,000). The loans are interest free.

12.	SHARE-BASED PAYMENTS

The company operates the Videoloft Share Option Scheme 2024 (the "Scheme")

This Scheme is designed to incentivise and retain key employees and directors by allowing them to acquire ordinary shares in the company through EMI share options. Individual option agreements state the intention for options to qualify as EMI options, with a fallback to being unapproved options if EMI qualification is not met for any reason. The Company also reserves the right to issue non-EMI options to non-qualifying individuals (e.g., consultants).

Options have been granted with varying exercise prices. The exercise prices for options outstanding at 30 June 2025 range from £0.10 per Ordinary Share to £1.00 per Ordinary Share.

Options have a maximum term of 10 years from their respective grant dates. For example, options granted on 30 August 2024 will lapse on 30 August 2034 if unexercised.

Options are subject to specific Exercise Conditions detailed in individual Option Agreements.These conditions usually involve time-based vesting (e.g., a 'Cliff' period followed by linear vesting over several years) and are generally only exercisable upon the occurrence of an 'Exit' event (as defined in the Scheme Rules, typically including a Share Sale, Asset Sale, Listing, or Capital Raising). Vesting may be accelerated upon an Exit.

Options are non-transferable and non-assignable. They will lapse if the option holder attempts to transfer or assign them.

Shares acquired on exercise of options are subject to certain Relevant Restrictions as detailed in the company's articles of association. These typically include the directors’ discretion to refuse to register purported transfers, the existence of rules restricting transfers of Option Shares (including compulsory transfers), and drag-along rights.

Share options

Weighted average exercise price (£)

Outstanding at 1 July 2024

39,099

0.10

Granted during the year

49,010

0.33

Forfeited/lapsed during the year

(1,064

)

0.10

Exercised during th year

(860

)

0.10

Outstanding at 30 June 2025

86,176

0.23

Exercisable at 30 June 2025

22,803

0.10

The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the "vesting date").

The expected life used in the model has been adjusted, based on management's best estimate, for the effect of non-transferability, exercise restrictions and behavioural considerations.

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

The total charge for the period for the above share options was £342,959 (2024 as restated: £199,643).

13.	REVIEW OF BUSINESS

Management is pleased to report that, during the final months of the 2024/25 financial year, Videoloft Ltd transitioned to a position of positive monthly operating profitability. The directors remain optimistic regarding the forthcoming financial year.