Company registration number 13007242 (England and Wales)
VDMS UK HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
VDMS UK HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr S Roue
Mr J Trautman
Company number
13007242
Registered office
316-318 Latimer Road
London
W106QN
Independent auditor
Sedulo Audit Limited
605 Albert House
256-260 Old Street
London
United Kingdom
EC1V 9DD
VDMS UK HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 35
VDMS UK HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Review of the business

FY2025 represented a year of continued transformation across the global media and entertainment industry. Market conditions remained challenging in parts of the sector following the disruption experienced during 2023 and 2024, however content production activity and client demand began to stabilise during the year. At the same time, technological innovation accelerated rapidly, particularly through the increased adoption of artificial intelligence (“AI”), automation and cloud-based workflows across media localisation, content servicing and asset management.

Media companies continued to seek greater operational efficiency, scalability and flexibility within their supply chains, driving demand for technology-enabled service providers capable of delivering high-quality content workflows at competitive pricing. Subscription-based and recurring revenue models also continued to gain importance across the sector, providing improved visibility and resilience compared with traditional project-only revenue streams.

The group also continued to benefit from prior restructuring and operational repositioning initiatives undertaken over recent years, including the optimisation of the Media Services operating model and the continued focus on profitable and scalable business segments.

Principal risks and uncertainties

As an international media services business operating in a rapidly evolving sector, the group faces several risks and uncertainties which could impact future performance.

Technological change and industry disruption

The continued evolution of AI, automation and emerging media technologies presents both opportunities and risks to the group. Rapid technological advancement may alter traditional media workflows, client expectations and pricing dynamics across the industry.

Management continues to invest in workflow optimisation, automation initiatives and platform development to ensure the group remains competitive and aligned with changing market requirements. The group also continues to monitor developments in generative AI and related technologies to assess both operational opportunities and potential commercial impacts.

Economic and market conditions

Global economic uncertainty, inflationary pressures and changes in customer spending patterns may impact demand for media localisation and post-production services. In addition, ongoing industry consolidation and changing streaming platform investment strategies may affect project volumes and timing.

The group continues to actively manage its cost base, working capital and operational structure to maintain financial flexibility and resilience during periods of market volatility.

Talent and Operational Delivery

The media services industry remains highly dependent on skilled operational and technical personnel. Retention of experienced staff and access to specialist freelance resources remain important to maintaining service quality and delivery capability.

The group continues to invest in employee development, operational training and scalable delivery infrastructure to support long-term growth and operational continuity.

VDMS UK HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Key performance indicators

Financial key performance indicators

For the financial year ended 31 December 2025, the group achieved turnover of £37.3 million (2024: £37.4 million), demonstrating resilience despite continued market pressure and industry-wide restructuring activity.

Gross profit for the year was £10.4 million (2024: £11.1 million), reflecting ongoing investment into operational scalability, workflow optimisation and delivery transformation initiatives across the group.

Administrative expenses reduced significantly to £9.7 million from £14.2 million in the prior year, reflecting the successful execution of cost optimisation initiatives, operational efficiencies and restructuring activities implemented across the business.

The group returned to operating profitability during FY2025, generating an operating profit of £0.7 million compared with an operating loss of £3.1 million in FY2024. Profit before taxation improved to £0.4 million compared with a loss before taxation of £3.3 million in the prior year.

The group also generated strong positive operating cash inflows of £2.0 million during FY2025, with closing cash balances increasing to £3.0 million at year end compared with £1.3 million at the prior year end, further strengthening liquidity and financial stability.

The directors remain focused on cash generation, operational efficiency and EBITDA improvement as key measures of long-term financial sustainability.

Other key performance indicators

The directors do not believe there are any other non-financial key performance indicators necessary for an understanding of the development, performance or position of the business beyond those disclosed within the financial statements.

Future Developments

The directors remain optimistic regarding the group’s future prospects and believe the business is well positioned to benefit from the continued recovery and evolution of the media and entertainment industry.

The group will continue to focus on operational scalability, technology-enabled service delivery and the expansion of recurring and platform-based revenue streams, including automation initiatives across all its services.

Management will also continue to evaluate opportunities to enhance operational efficiency, strengthen margins and expand strategic customer relationships across key markets.

Investment in employees, workflow optimisation and emerging technologies will remain central to the group’s strategy as the industry continues to evolve. The directors believe the group’s lean operational structure, strengthened liquidity position, established client relationships and scalable infrastructure position the business well for sustainable long-term growth.

VDMS UK HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Directors' Statement of Compliance with Duty to Promote the Success of the Group

The d irectors of the c ompany, as those of all UK companies, must act in accordance with a set of general duties. These duties detailed in section 172 of the UK Companies Act 2006 which is summarised as follows:

A director of a c ompany must act in a way they consider, in good faith, would be most likely to promote the success of the c ompany for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:

1. The likely consequences of any decisions in the long term:

The group continues to invest in equipment and technology and develop its people and processes to enable it to be competitive for the short, medium and long term.

2. The interest of the g roup's employees:

Our employees are at the heart of our group, and we are dedicated to fostering a safe and supportive environment that empowers them to succeed. We also uphold a strong commitment to diversity and inclusion, implementing initiatives and policies that ensure every employee is respected and treated equitably.

3. The need to foster the g roup's business relationships with suppliers' customers and others business relationships:

Our customers remain central to our mission, and our teams provide exceptional service and quality. We aim to sustain a strong reputation by adhering to high standards of business conduct. This year, we have devoted considerable effort to collaborating with our customers, identifying best practices, and staying adaptable to meet their evolving needs.

Our business thrives on solid vendor relationships, and we are committed to strengthening these partnerships. By working together, we ensure the sourcing of high-quality products at competitive prices, all while prioritising ethical and sustainable practices. We value our diverse network of vendors and have implemented efficient systems to guarantee timely payments.

4. The impact of the g roup's operations on the community and the environment:.

As a responsible group, we recognise the importance of protecting the environment and minimising our carbon footprint. We are constantly integrating sustainable practices across our operations, including reducing energy consumption, recycling waste, and promoting the use of environmentally friendly products. Our commitment to advancing sustainability remains our priority.

5. The desirability of the g roup maintaining a reputation for high standards of business conduct:

The group prides itself on its professional reputation and ethical processes. We are regularly audited by external bodies to ensure the highest compliance.

6. The need to act fairly as between stakeholders of the g roup:

Fairness and equality are a major strength of the business, we work with members at all levels and promote a good working relationship between all colleagues.

On behalf of the board

Mr S Roue
Director
6 July 2026
VDMS UK HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the group continued to be that of the provision of digital media supply chain services.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid in the current or previous year. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr S Roue
Mr J Trautman
Qualifying third party indemnity provisions

The group has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

Financial risk management

The group's operations expose it to a number of financial risks, which include cash flow risk, foreign exchange risk, credit risk and technology and economic risk.

Cash flow risk

The directors closely monitor the group’s liquidity position to ensure sufficient resources are available to support operational and strategic requirements. Cash flow risks primarily relate to the timing of customer receipts, working capital management and international intercompany funding flows.

The group mitigates these risks through detailed short and long-term cash flow forecasting, strong credit control procedures, disciplined cost management and regular engagement with key customers and suppliers. The directors are satisfied that appropriate controls and resources are in place to support the group as a going concern.

Foreign exchange risk

As an international business, the group is exposed to foreign currency fluctuations across its operations and intercompany transactions. Management actively monitors exchange rate movements and seeks to minimise exposure through ongoing operational and financial oversight.

Credit risk

The group is exposed to credit risk through trade receivables and customer payment behaviour. To mitigate this risk, appropriate credit checks and ongoing monitoring procedures are performed, alongside regular review of aged receivables and collection trends.

Technology and economic risk

The media services industry continues to evolve rapidly through technological advancement, automation and changing customer demand patterns. The group continues to invest in scalable infrastructure, workflow optimisation and technology-enabled services to remain competitive while maintaining a disciplined and flexible operating model in response to broader economic uncertainty.

VDMS UK HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
Disabled persons

The group is dedicated to promoting inclusivity and diversity within our workforce. We recognise the value of employing individuals with diverse abilities and are committed to providing equal opportunities for disabled persons. The group ensures its recruitment practice is inclusive, that it provides adequate training and awareness, ensures career development and provides employee engagement and support.

Employee involvement

The directors recognise that the continued success of the group is dependent upon the skills, commitment and dedication of its employees. The group is committed to keeping employees informed of matters affecting them and the business through regular internal communications, team meetings and one-to-one reviews.

Employees are encouraged to contribute to the group's performance through open dialogue with management, ensuring that their views are considered in decisions that may affect their interests. The group operates an inclusive working environment and provides employees with relevant training and development to support their professional growth and enable them to fulfil their roles effectively.

The directors are committed to ensuring that all employees are treated fairly and with respect, and that the group remains an engaging and supportive place to work.

Post reporting date events

There have been no material events since the balance sheet date which would require adjustment to, or disclosure in, the financial statements.

Auditor

The auditor, Sedulo Leeds Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Matters covered in the Group strategic report

The true group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments, and engagement with suppliers, customers and others.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the group and company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the group and company is aware of that information.

On behalf of the board
Mr S Roue
Director
6 July 2026
VDMS UK HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, and of the profit or loss of the group 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;

- state whether applicable U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

VDMS UK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VDMS UK HOLDINGS LIMITED
- 7 -
Opinion

We have audited the financial statements of VDMS UK Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 group's and the parent company's affairs as at 31 December 2025 and of the group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent 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 information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

- T he information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

VDMS UK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VDMS UK HOLDINGS LIMITED
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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

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

- the parent company 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 directors' r esponsibilities s tatement set out on page 6, 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 is 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 group's and parent 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 an auditor's report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- we identified the laws and regulations applicable to the group and parent company through discussions with directors and other management, and from our commercial knowledge and experience of the digital media sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group and parent company, including the Companies Act 2006 and taxation legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group's and parent company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

VDMS UK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VDMS UK HOLDINGS LIMITED
- 9 -

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries selected on a risk criteria basis to identify unusual transactions; and

- investigated the rationale behind significant or unusual transactions; and

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to any actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the group's and parent 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 group's and parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the group and parent company and the group's and parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Ross Preston CA (Senior Statutory Auditor)
For and on behalf of Sedulo Audit Limited
Chartered Accountants
605 Albert House
256-260 Old Street
London
EC1V 9DD
United Kingdom
8 July 2026
VDMS UK HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
£
£
Turnover
3
37,324,186
37,376,228
Cost of sales
(26,922,836)
(26,256,056)
Gross profit
10,401,350
11,120,172
Administrative expenses
(9,726,765)
(14,240,232)
Operating profit/(loss)
4
674,585
(3,120,060)
Interest payable and similar expenses
8
(177,302)
(163,953)
Amounts written off investments
258
-
Profit/(loss) before taxation
497,541
(3,284,013)
Tax on profit/(loss)
9
(214,180)
(319,584)
Profit/(loss) for the financial year
23
283,361
(3,603,597)
Other comprehensive income
Currency translation (loss)/gain arising in the year
(644,404)
497,312
Total comprehensive income for the year
(361,043)
(3,106,285)
Profit/(loss) for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

There were no recognised gains or losses for 2025 or 2024 other than those included in the group statement of comprehensive income

The notes on pages 16 to 35 form part of these financial statements.

VDMS UK HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
6,064,571
7,010,091
Other intangible assets
10
319,873
801,171
Total intangible assets
6,384,444
7,811,262
Tangible assets
11
1,564,155
2,498,538
7,948,599
10,309,800
Current assets
Stocks
14
-
2,430
Debtors
15
8,989,244
11,096,230
Cash at bank and in hand
3,003,731
1,250,608
11,992,975
12,349,268
Creditors: amounts falling due within one year
16
(13,703,164)
(15,946,257)
Net current liabilities
(1,710,189)
(3,596,989)
Total assets less current liabilities
6,238,410
6,712,811
Creditors: amounts falling due after more than one year
17
(561,471)
(671,638)
Provisions for liabilities
Deferred tax liability
20
10,467
13,658
(10,467)
(13,658)
Net assets
5,666,472
6,027,515
Capital and reserves
Called up share capital
22
20
20
Share premium account
23
15,112,879
15,112,879
Currency translation reserve
23
(410,385)
234,019
Profit and loss reserves
23
(9,036,042)
(9,319,403)
Total equity
5,666,472
6,027,515

The notes on pages 16 to 35 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 6 July 2026 and are signed on its behalf by:
06 July 2026
Mr S Roue
Director
Company registration number 13007242 (England and Wales)
VDMS UK HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
12
6,746,003
6,746,003
Current assets
Debtors
15
14,922,268
15,229,081
Creditors: amounts falling due within one year
16
(5,739,472)
(7,299,225)
Net current assets
9,182,796
7,929,856
Net assets
15,928,799
14,675,859
Capital and reserves
Called up share capital
22
20
20
Share premium account
23
15,112,879
15,112,879
Profit and loss reserves
23
815,900
(437,040)
Total equity
15,928,799
14,675,859

The notes on pages 16 to 35 form part of these financial statements.

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £1,252,940 (2024 - £745,527 loss).

The financial statements were approved by the board of directors and authorised for issue on 6 July 2026 and are signed on its behalf by:
06 July 2026
Mr S Roue
Director
Company registration number 13007242 (England and Wales)
VDMS UK HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
Share capital
Share premium account
Currency translation reserve
Profit and loss reserves
Total Equity
£
£
£
£
£
Balance at 1 January 2024
20
15,112,879
(263,293)
(5,715,806)
9,133,800
Year ended 31 December 2024:
Loss for the year
-
-
-
(3,603,597)
(3,603,597)
Other comprehensive income:
Currency translation differences
-
-
497,312
-
0
497,312
Total comprehensive income
-
-
497,312
(3,603,597)
(3,106,285)
Balance at 31 December 2024
20
15,112,879
234,019
(9,319,403)
6,027,515
Year ended 31 December 2025:
Profit for the year
-
-
-
283,361
283,361
Other comprehensive income:
Currency translation differences
-
-
(644,404)
-
0
(644,404)
Total comprehensive income
-
-
(644,404)
283,361
(361,043)
Balance at 31 December 2025
20
15,112,879
(410,385)
(9,036,042)
5,666,472

The notes on pages 16 to 35 form part of these financial statements.

VDMS UK HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total Equity
£
£
£
£
Balance at 1 January 2024
20
15,112,879
308,487
15,421,386
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
(745,527)
(745,527)
Balance at 31 December 2024
20
15,112,879
(437,040)
14,675,859
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
1,252,940
1,252,940
Balance at 31 December 2025
20
15,112,879
815,900
15,928,799

The notes on pages 16 to 35 form part of these financial statements.

VDMS UK HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(used in) operations
28
2,378,926
(2,480,816)
Interest paid
(177,302)
(163,953)
Income taxes paid
(217,371)
(320,882)
Net cash inflow/(outflow) from operating activities
1,984,253
(2,965,651)
Investing activities
Purchase of intangible fixed assets
(21,369)
(307,840)
Proceeds from disposal of fixed intangibles
58,617
29,828
Purchase of tangible fixed assets
(362,931)
(1,572,935)
Proceeds from disposal of tangible fixed assets
1,496,576
246,808
Proceeds from disposal of subsidiaries, net of cash disposed
258
-
Net cash generated from/(used in) investing activities
1,171,151
(1,604,139)
Financing activities
Proceeds of borrowings
(470,000)
556,672
Movement on finance leases obligations
(287,877)
781,248
Net cash (used in)/generated from financing activities
(757,877)
1,337,920
Net increase/(decrease) in cash and cash equivalents
2,397,527
(3,231,870)
Cash and cash equivalents at beginning of year
1,250,608
3,985,166
Effect of foreign exchange rates
(644,404)
497,312
Cash and cash equivalents at end of year
3,003,731
1,250,608

The notes on pages 16 to 35 form part of these financial statements.

VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
1
Accounting policies
Company information

VDMS UK Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 316-318 Latimer Road, London, W106QN.

The group consists of VDMS UK Holdings Limited and all of its subsidiaries.

1.1
Accounting convention

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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements as these consolidated financial statements are publically available therefore the company is a qualifying entity for the purposes of FRS102:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: the company has taken advantage of the exemption under FRS 102 paragraph 33.1A and has therefore not disclosed transactions or balances with wholly owned members of the group, nor key management personnel compensation.

1.2
Business combinations

The consolidated group financial statements consist of the financial statements of the parent company VDMS UK Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

1.3
Basis of consolidation

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.4
Going concern

The directors have reviewed forecasts and the performance of the group for the going concern assessment period, including EBITDA and net cash inflows, and consider the group and company to be a going concern.

The group has also received assurance from VDMS Parent Holdings, LLC that it will continue to provide operational and financial support for a period of at least 12 months from the date of approval of these financial statements. The directors are confident of the intention and ability of the parent company to provide the support should this be required.

The directors do not consider there to be a material uncertainty relating to going concern that may cast significant doubt over the ability of the group and company to meet its obligations as they fall due. Therefore, the financial statements have been prepared on the going concern basis.

1.5
Turnover

Turnover from end to end content management and d i gital media supply chain solution is recognised on an accruals basis in line with relevant agreements.

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the group and the turnover can be rel i ably measured. Turnover is measured as the fair value of the consideration received or receivable, exclud i ng discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover i s recognised:

Sale of goods

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

- the g roup has transferred the sign i ficant r isks and rewards of ownership to the buyer;

- the g roup retains neither continuing manager i al involvement to the degree usually associated with ownership nor effect i ve control over the goods sold;

- the amount of turnover can be measured reliably;

- i t i s probable that the g roup 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.

Rendering of services

Turnover from a contract to provide services is recognised in the per i od in which the services are provided in accordance w i th the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of turnover can be measured rel i ably

- i t is probable that the g roup will receive the consideration due under the contract;

- the stage of completion of the contract at the end of the reporting period can be measured reliably; and

- the costs incurred and the costs to complete the contract can be measured reliably.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is considered to be10 years.

VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.8
Intangible fixed assets other than goodwill

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:

Software
20% straight line
Assets in progress
No amortisation until completion and in use
1.9
Tangible fixed assets

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

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:

Leasehold improvements
Over the lease term
Fixtures and fittings
20% straight line
Computers
20% straight line
Assets under construction
No depreciation until completion and in use

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 recognised in the profit and loss account.

1.10
Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impa i rment.

Investments in unlisted Group shares, whose market value can be rel i ably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised i n the Consol i dated statement of comprehensive i ncome for the period. Where market value cannot be rel i ably determined, such investments are stated at historic cost less impa i rment.

1.11
Impairment of fixed assets

At each reporting period end date, the group 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 group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first i n, first out basis.

At each r eporting date, stocks are assessed for impairment. If stock i s impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immed i ately in profit or loss.

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.14
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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

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 m ethod 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.

VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.

Classification of financial liabilities

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 group after deducting all of its liabilities.

Basic financial 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 paymen ts 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.

VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date 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. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 22 -
1.18
Retirement benefits

The group operates a defined contr i but i on plan for i ts employees. A defined contr i bution plan i s a pension plan under which the group pays fixed contributions into a separate ent i ty. Once the contributions have been paid the group has no further payment obl i gations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liabil i ty in the balance sheet. The assets of the plan are held separately from the group i n independently administered funds.

VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 23 -
1.19
Leases

Operating leases: the g roup as lessee

Rentals paid under operat i ng leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incent i ve to sign an operating lease are recognised on a straight-line bas i s over the lease term, unless another systematic bas i s i s representative of the time pattern of the lessee's benefit from the use of the leased asset.

Leased assets: the g roup as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acqu i red by finance lease are deprec i ated over the shorter of the lease term and their useful lives. Assets acquired by h i re purchase are depreciated over the i r useful lives. F i nance leases are those where substant i ally all of the benefits and risks of ownership are assumed by the group. Obligations under such agreements are i ncluded i n creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to p r oduce a constant per i odic rate of charge on the net obligation outstanding in each period.

1.20
Foreign exchange

Foreign currency transactions are translated i nto the functional currency us i ng the s pot exchange rates at the dates of the transactions.

At each period end foreign currency moneta r y items are translated us i ng the clos i ng rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Fore i gn exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilit i es denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehens i ve income as qualifying cash flow hedges.

On consolidation, the results of overseas operations are translated i nto Sterling at rates approximating to those ruling when the transactions took place: All assets and liabilit i es of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive i ncome.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 24 -

Key sources of estimation uncertainty

The estimates and assumptions which have a heightened risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

Accrued income

The directors consider that an area where uncertainty of estimation arises is accrued income. The directors must use their judgement to assess the stage of completion of projects and as a result, the amount of income to recognise.

Goodwill impairment

Goodwill is subject to an annual review for indicators of impairment. Based on the evaluation of internal indicators and financial performance, management identified consistent negative EBITDA resulting from the operation of EVA France which ultimately led to the sale of the entity in September 2025. A quantitative impairment assessment was carried out on the remaining cash generating units. While a detailed assessment indicates a potential impairment, the financial statements have not been adjusted. Management concluded that this variance is immaterial to the financial position of the group.

3
Turnover

The whole of turnover is attributable to the principal activity of the group.

2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
10,373,584
11,679,802
Rest of Europe
11,832,933
13,095,764
Rest of world
15,117,669
12,600,662
37,324,186
37,376,228
4
Operating profit/(loss)
2025
2024
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Exchange (gains)/losses
(1,330,814)
672,599
Research and development costs
67,689
-
Depreciation of owned tangible fixed assets
1,084,999
673,000
(Profit)/loss on disposal of tangible fixed assets
(1,284,261)
16,832
Amortisation of intangible fixed assets
1,316,859
1,380,190
Loss on disposal of intangible fixed assets
72,711
-
Operating lease charges
1,787,436
1,607,710
VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
17,010
16,200
Audit of the financial statements of the company's subsidiaries
25,515
24,300
42,525
40,500
For other services
Taxation compliance services
7,535
7,175
All other non-audit services
7,140
6,800
14,675
13,975
6
Employees

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

2025
2024
Number
Number
Admin
66
60
Operational
229
219
Total
295
279

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
12,176,531
11,430,874
Social security costs
673,483
905,976
Pension costs
191,297
210,188
13,041,311
12,547,038
VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
272,549
263,067
Company pension contributions to defined contribution schemes
-
12,700
272,549
275,767
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
272,549
263,067
Company pension contributions to defined contribution schemes
-
12,700

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 1)

8
Interest payable and similar expenses
2025
2024
£
£
Interest on finance leases and hire purchase contracts
177,302
163,953
VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current year
214,180
319,584

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit/(loss) before taxation
497,541
(3,284,013)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
124,385
(821,003)
Tax effect of expenses that are not deductible in determining taxable profit
161,099
72,664
Unutilised tax losses carried forward
(588,878)
525,247
Deferred tax adjustments in respect of prior years
-
0
(4,141)
Depreciation in excess of capital allowances
152,987
-
0
Movement on non-qualifying assets
-
0
(10,170)
Foreign tax effects
364,587
556,987
Taxation charge
214,180
319,584

The group has tax losses of £939,343 (2024: £3,294,854) to offset against future trading profits. A deferred tax asset of approximately £235,000 (202 4: £824,000) has not been provided in respect of these losses due to the uncertainty over the timing of their recovery.

VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
10
Intangible fixed assets
Group
Goodwill
Software
Assets in progress
Total
£
£
£
£
Cost
At 1 January 2025
9,455,184
1,471,528
74,136
11,000,848
Additions
-
0
21,369
-
0
21,369
Disposals
-
0
(403,484)
(74,136)
(477,620)
At 31 December 2025
9,455,184
1,089,413
-
0
10,544,597
Amortisation and impairment
At 1 January 2025
2,445,093
744,493
-
0
3,189,586
Amortisation charged for the year
945,520
371,339
-
0
1,316,859
Disposals
-
0
(346,292)
-
0
(346,292)
At 31 December 2025
3,390,613
769,540
-
0
4,160,153
Carrying amount
At 31 December 2025
6,064,571
319,873
-
0
6,384,444
At 31 December 2024
7,010,091
727,035
74,136
7,811,262
The company had no intangible fixed assets at 31 December 2025 or 31 December 2024.

Included within the goodwill is £462,644 (2024: £571,193) in relation to the acquisition of the trade and assets of VDMS Newco Limited and Soho Digital Media Services Ltd. The remaining goodwill of £5,601,927 (2024: £6,438,898) is in relation to the acquisition of the group's subsidiaries.

VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
11
Tangible fixed assets
Group
Leasehold improvements
Assets under construction
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2025
1,241,073
162,408
688,044
2,427,848
4,519,373
Additions
20,502
221,879
46,553
73,997
362,931
Disposals
(231,265)
-
0
(13,592)
(457,125)
(701,982)
Transfers
-
0
(187,592)
-
0
187,592
-
0
At 31 December 2025
1,030,310
196,695
721,005
2,232,312
4,180,322
Depreciation and impairment
At 1 January 2025
834,737
-
0
338,534
847,564
2,020,835
Depreciation charged in the year
75,203
-
0
136,384
873,412
1,084,999
Eliminated in respect of disposals
(139,453)
-
0
-
0
(350,214)
(489,667)
At 31 December 2025
770,487
-
0
474,918
1,370,762
2,616,167
Carrying amount
At 31 December 2025
259,823
196,695
246,087
861,550
1,564,155
At 31 December 2024
406,336
162,408
349,510
1,580,284
2,498,538
The company had no tangible fixed assets at 31 December 2025 or 31 December 2024.

Group finance leases

The net book value of assets held under finance leases at the reporting date totalled £472,935 (2024: £811,084).

VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
6,746,003
6,746,003
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
6,746,003
Carrying amount
At 31 December 2025
6,746,003
At 31 December 2024
6,746,003
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
The Future Media Group Limited
316-318 Latimer Road, London, W10 6QN, UK
Ordinary
100.00
-
Visual Data Media Services Limited
316-318 Latimer Road, London, W10 6QN, UK
Ordinary
0
100.00
VDMS France Holdco, SAS
36 Rue Scheffer, 75116, Paris, France
Ordinary
0
100.00
Holding V&A, SAS
70 Rue Jean Bleuzen, 92170, Vanves, France
Ordinary
0
100.00
Técnicas de Sonorización, S.A
Av. del lngeniero Conde de Torroja, 22, 28022, Madrid, Spain
Ordinary
0
100.00
Studio 7 Synchron und Untertitel GmbH
Leopoldstraße 5 (1. OG), 76133, Karlsruhe, Germany
Ordinary
0
100.00
EVA Studios Germany GmbH
Franklinstarße 12, D, 10587, Berlin, Germany
Ordinary
0
100.00
EVA France ST'S01, SAS
70 Rue Jean Bleuzen, 92170,Vanves, France
Ordinary
0
100.00
Produções Audiovisuais, Lda
R. Padre Francisco 11 C, 1350-223 Lisboa, Portugal
Ordinary
0
100.00
14
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Raw materials and consumables
-
2,430
-
-

Stock recognised through cost of sales during the year was £2,430 (2024: £Nil).

VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 31 -
15
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,362,209
6,798,109
-
0
-
0
Amounts owed by group undertakings
1,880,470
717,621
14,922,268
15,229,081
Other debtors
604,369
383,986
-
0
-
0
Prepayments and accrued income
2,142,196
3,196,514
-
0
-
0
8,989,244
11,096,230
14,922,268
15,229,081

Transactions with group companies are conducted at arms length with standard credit terms.

16
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
19
222,698
328,140
-
0
-
0
Other borrowings
18
14,404
556,672
-
0
-
0
Trade creditors
1,932,496
1,401,732
-
0
-
0
Amounts owed to group undertakings
6,858,018
8,312,859
5,739,472
7,299,225
Other taxation and social security
189,696
753,188
-
0
-
0
Other creditors
416,493
700,346
-
0
-
0
Accruals and deferred income
4,069,359
3,893,320
-
0
-
0
13,703,164
15,946,257
5,739,472
7,299,225

Transactions with group companies are conducted at arms length with standard credit terms.

17
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Obligations under finance leases
19
489,203
671,638
-
0
-
0
Other borrowings
18
72,268
-
0
-
0
-
0
561,471
671,638
-
-
VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
18
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Other loans
86,672
556,672
-
0
-
0
Payable within one year
14,404
556,672
-
0
-
0
Payable after one year
72,268
-
0
-
0
-
0

Other loans have fixed repayment terms and accrue interest.

19
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
222,698
328,140
-
0
-
0
In one to five years
489,203
671,638
-
0
-
0
711,901
999,778
-
-

Obligations under finance leases are secured on the assets to which they relate.

20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group, and movements thereon:

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
10,467
13,658
The company has no deferred tax assets or liabilities.
2025
2024
Movements in the year:
£
£
Liability at 1 January
13,658
14,956
Credit to profit or loss
(3,191)
(1,298)
Liability at 31 December
10,467
13,658
VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
191,297
210,188

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. Outstanding pension commitments at the year end amounted to £62,556 (2024: £27,353) and are included within other creditors.

22
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
20
20
20
20
23
Reserves
Share premium

Share premium represents amounts paid by members of the Group for share capital above the nominal value of the shares acquired.

Currency translation reserve

The currency translation reserve comprises translation differences arising from the translation of the financial statements of the group's foreign entities into sterling (£).

24
Operating lease commitments
Lessee

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

2025
2024
£
£
Within one year
819,848
1,442,378
Within one to five years
2,600,390
4,226,030
In over five years
641,682
1,030,986
4,061,920
6,699,394
25
Events after the reporting date

No events materially affecting the assessment of these financial statements have occurred after the balance sheet date.

VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 34 -
26
Related party transactions

The company has taken advantage of the exemptions available under FRS 102 regarding transactions with entities that are part of the group headed by VDMS Parent holdings LLC, on the grounds that all direct and indirect subsidiary undertakings which are party to such transactions are wholly owned members of the group.

During the year, a director paid expenses totaling £481,137 (2024: £634,254) on behalf of the group. As at 31 December 2025, £40,085 (2024: £38,587) was owed to the director.

27
Ultimate controlling party

The immediate parent company is Visual Data Media Services LLC.

The ultimate parent undertaking of the company is Endeavour Capital Fund VII, LP, a limited partnership incorporated in the United States of America.

The largest group for which consolidated financial statements are prepared of which the company is a member is headed by VDMS Parent Holdings LLC, a company incorporated in the United States of America. The registered office and principal place of business is 610 N. Hollywood Way, Burbank, CA 91505, USA. The financial statements of VDMS Parent Holdings LLC are not publicly available.

28
Cash generated from/(used in) group operations
2025
2024
£
£
Profit/(loss) after taxation
283,361
(3,603,597)
Adjustments for:
Taxation charged
214,180
319,584
Finance costs
177,302
163,953
(Gain)/loss on disposal of tangible fixed assets
(1,284,261)
16,832
Loss on disposal of intangible assets
72,711
-
Amortisation and impairment of intangible assets
1,316,859
1,380,190
Depreciation and impairment of tangible fixed assets
1,084,999
673,000
Other gains and losses
(258)
-
Movements in working capital:
Decrease in stocks
2,430
-
Decrease/(increase) in debtors
2,106,986
(1,915,538)
(Decrease)/increase in creditors
(1,595,383)
484,760
Cash generated from/(used in) operations
2,378,926
(2,480,816)
VDMS UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 35 -
29
Analysis of changes in net funds/(debt) - group
1 January 2025
Cash flows
Exchange rate movements
31 December 2025
£
£
£
£
Cash at bank and in hand
1,250,608
2,397,527
(644,404)
3,003,731
Borrowings excluding overdrafts
(556,672)
470,000
-
(86,672)
Obligations under finance leases
(999,778)
287,877
-
(711,901)
(305,842)
3,155,404
(644,404)
2,205,158
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