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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

NCH Marketing Services Limited is a private company limited by shares incorporated in England and Wales. The registered office is Weldon House, Corby Gate Business Park, Priors Haw Road, Corby, Northamptonshire, NN17 5JG.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 principal accounting policies adopted are set out below.

These financial statements have been prepared on the going concern basis. The directors have an expectation that the company will continue in operational existence for the foreseeable future. In assessing the appropriateness of the going concern assumption, the directors have considered all available relevant information about the future, covering a period of at least, but not limited to, 12 months from the date of the financial statements.

The directors acknowledge the results for the year, which, excluding the exceptional income arising in the period, would have resulted in an operational profit. The directors believe that the continued digitalisation of the company's services, including the ongoing roll out of Verso, will support the continuation of this trend and lead to improved profitability in future periods. In making this assessment, the directors remain mindful of wider global economic and political uncertainties that could impact future performance.

The matters disclosed above have been considered by the directors in concluding that the going concern basis preparation remains appropriate for these financial statements.

All turnover, which is stated net of value added tax, is in respect of coupon clearing and data management and other services provided during the year. In the opinion of the directors this represents one class of business. Turnover is recognised upon the processing of coupons and the delivery of other marketing and media services. All turnover is to external third parties.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

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:

If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any 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.

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 credited or charged to profit or loss.

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 reporting period end date, the company reviews the carrying amounts of its tangible 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use.

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more then 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the statement of cashflows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and from an integral part of the company's cash management.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

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 profit and loss account 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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

• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met,

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on differences between the fair values of assets acquired and the future tax deductions available fort hem and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date,

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

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Transactions and balances

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. Non-monetary items measured at historical cost are translated using the exchange rate of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

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 except when deferred in other comprehensive income qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the profit or loss within 'other operating income'.

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transactions costs, and are measured subsequently at amortised cost using the effective interest method.

The preparation of the financial statements requires management to make assumptions concerning the future and estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements. The estimates and assumptions are based on historical experience and expectation of future events and are set out below:

Judgements in applying accounting policies

The directors must judge whether all the conditions required for the turnover to be recognised in profit or loss for the year, as set out in the above note, have been met.

Sources of estimation uncertainty:

Provisions

The company has recognised provisions for revenue credits, impairment of trade receivables, and employee's bonuses in its financial statements which requires management to make judgements. The judgements, estimates and associated assumptions necessary to calculate these provisions are based on historical experience and other reasonable factors and disclosed in the notes to the accounts as appropriate.

Changes in estimates of useful economic lives

The company assesses the remaining useful lives of leasehold improvements, plant and machinery on an annual basis and, if expectations differ from previous estimates, changes are accounted for in estimates of useful lives. Estimated useful lives are disclosed in the accountancy policy above.

At the comparative period end, certain balances included within accruals and deferred income represented debit balances and should have been presented within prepayments and accrued income.

This error has been corrected by restating the comparative figures for 31 December 2024 by increasing both accruals and deferred income and prepayments and accrued income by £188,854.

The error resulted in no restatement of opening reserves at 1 January 2024 and no restatement in the 2024 profit for the year.

During the year ended 31 December 2025, the company released £1,632,611 in respect of the derecognition of a legacy provision.

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

The contributions are recognised as an expense in profit or loss 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.

On 16 July 2025 the company declared dividends totalling £1.8m. Prior to the declaration and payment of the dividend the company had prepared documentation to effect a reduction of the company's share premium account by £2.267m pursuant to section 641 of the Companies Act 2006, supported by a solvency statement signed by all directors on 1 July 2025. However, this reduction had not been registered at Companies House at the time the dividend was paid and therefore had not taken legal effect. As a result at the time of declaration, the company did not have sufficient distributable reserves to support the dividend.

Following identification of the position, the company completed the process and the capital reduction was registered at Companies House on 5 June 2026. The effect of the capital reduction is to increase distributable reserves by the value of the share premium account, which is sufficient to cover the dividend in full. The directors are satisfied that, following the capital reduction, the company’s net assets remain in excess of its called-up share capital and that the company is able to meet its liabilities as they fall due.

Profit and loss account

Represents all current and prior year retained profits and losses, less dividends paid.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2025 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.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

The Company is an immediate subsidiary of its ultimate parent company, Cassini SRL, a company incorporated in Belgium. The registered office being Drève des Renards 51, 1180 Brussels Belgium.

The ultimate controlling parties of the Company are Mr Charles-Henri Rossignol and Mr Thibaud Caulier.