Shift Holdings Ltd

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

Shift Holdings Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 12729677 . The registered office is 2nd Floor College House, 17 King Edwards Road, Ruislip, London, HA4 7AE.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

The directors have not identified any material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern.

2.3. Turnover

Turnover represents the platform fee earned by the Company for facilitating transactions between fans and content creators via its online platform. The platform fee is calculated as a percentage of each transaction as agreed with creators under the platform terms. Turnover is stated net of value-added tax and measured at the consideration the Company expects to be entitled to.

The Company acts as an agent in these arrangements for financial reporting purposes and therefore recognises only the platform fee retained as turnover. Gross fan payments collected, and amounts due to creators, are excluded from turnover; amounts held pending remittance to creators are recognised as liabilities.

Turnover is recognised when the Company satisfies its performance obligation, being the facilitation of transactions between end users and content creators. For subscription arrangements, turnover is recognised at the point of payment. The Company's right to consideration is unconditional upon completion of each transaction facilitation.

Revenue denominated in foreign currencies is translated at the exchange rate prevailing on the transaction date.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Fixtures & Fittings	25% on cost
Computer Equipment	33.33% on cost

2.5. Foreign Currencies

Monetary 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 ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.6. Taxation

Income 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 profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing 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. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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.

...CONTINUED

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Shift Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 July 2025

2.6. Taxation - continued

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.7. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

2.8. Investments

Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 59 (2024: 16)

4. Tangible Assets

	Fixtures & Fittings	Computer Equipment	Total
	£	£	£
Cost
As at 1 August 2024	5,706	7,616	13,322
Additions	-	43,487	43,487

As at 31 July 2025	5,706	51,103	56,809

Depreciation
As at 1 August 2024	2,187	2,611	4,798
Provided during the period	1,094	9,459	10,553

As at 31 July 2025	3,281	12,070	15,351

Net Book Value
As at 31 July 2025	2,425	39,033	41,458

As at 1 August 2024	3,519	5,005	8,524

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Shift Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 July 2025

5. Investments

	Unlisted
	£
Cost or Valuation
As at 1 August 2024	78

As at 31 July 2025	78

Provision
As at 1 August 2024	-

As at 31 July 2025	-

Net Book Value
As at 31 July 2025	78

As at 1 August 2024	78

The company's investment of £78, are shares held in Fanvue LLC. Fanvue LLC is a subsidiary of Shift Holdings Ltd, incorporated in Delaware.

6. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	3,599,122	1,019,244
Amounts owed by group undertakings	1,624,167	294,457
Other debtors	415,983	2,814,122

	5,639,272	4,127,823

7. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	3,519,442	1,857,392
Bank loans and overdrafts	66,229	21,572
Other creditors	613,283	47,500
Taxation and social security	574,815	243,874

	4,773,769	2,170,338

8. Loans

An analysis of the maturity of loans is given below:

	2025	2024
	£	£
Amounts falling due within one year or on demand:
Bank loans	66,229	21,572

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Shift Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 July 2025

9. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	155	155

The company received £5,078,382 from investors in advance of issuing ordinary shares. These amounts have been recorded in an advance subscription reserve (equity) and will be transferred to share capital and share premium on the date the shares are allotted, expected in the next financial year. The ordinary shares, when issued, will rank pari passu with existing shares and carry full voting rights and rights to dividends.

No shares were issued during the year. The share premium recognised in the year relates to amounts received in the current period in respect of shares issued in a prior financial year.

10. 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.

During the year the charge to the profit and loss account in respect of defined contribution schemes was £37,576 (2024: £11,367).

At the balance sheet date contributions of £10,817 (2024: £3,838) were due to the fund and are included in creditors.

11. Related Party Disclosures

At 31 July 2025, an amount of £1,624,167 (2024: £294,457) was owed by Fanvue LLC, a wholly owned subsidiary, incorporated in Delaware, included within amounts owed to group undertakings.

As at 31 July 2025 the director W Monange was owed £82,490 (2024: £43,366 ) by the company.

At 31 July 2025, an amount of £27,362 (2024: £0) was owed by a shareholder in respect of a loan. The balance is included within other debtors.

These loans are interest free and repayable on demand.

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		41,458		8,524
Investments	5		78		78

			41,536		8,602
CURRENT ASSETS
Debtors	6	5,639,272		4,127,823
Cash at bank and in hand		5,086,022		813,719

		10,725,294		4,941,542
Creditors: Amounts Falling Due Within One Year	7	(4,773,769 )		(2,170,338 )

NET CURRENT ASSETS (LIABILITIES)			5,951,525		2,771,204

TOTAL ASSETS LESS CURRENT LIABILITIES			5,993,061		2,779,806

NET ASSETS			5,993,061		2,779,806

CAPITAL AND RESERVES
Called up share capital	9		155		155
Share premium account			6,513,193		6,355,159
Capital redemption reserve			3		3
Other reserves			5,078,382		-
Profit and Loss Account			(5,598,672 )		(3,575,511 )

SHAREHOLDERS' FUNDS			5,993,061		2,779,806