REGISTERED NUMBER: 04854830 (England and Wales)

Report of the Directors and

Unaudited Financial Statements

for the Year Ended 31 October 2025

for

VSM Europe Limited

Page

Company Information

1

Report of the Directors

2

Balance Sheet

3

Notes to the Financial Statements

5

Chartered Accountants' Report

8

DIRECTORS:

Mr L Vernon

Ms G A Vernon

SECRETARY:

Ms G A Vernon

REGISTERED OFFICE:

2nd Floor, Grove House

774-780 Wilmslow Road

Didsbury

Manchester

Greater Manchester

M20 2DR

REGISTERED NUMBER:

04854830 (England and Wales)

ACCOUNTANTS:

Sterling Partners Limited

Chartered Accountants

Chartered Tax Advisors

2nd Floor, Grove House

774-780 Wilmslow Road

Didsbury

Manchester

Greater Manchester

M20 2DR

The directors present their report with the financial statements of the company for the year ended 31 October 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of full-service marketing and communications agency within the dental industry/channel.

REVIEW OF BUSINESS

VSM Marketing, the trading name of VSM Europe Limited, continues to be the leading specialist oral care marketing and communications agency. This position is supported by our extensive and distinctive dental professional database, which enables us to deliver highly targeted and effective digital and offline campaigns.

Our unique approach combines policy with deep sector insights and specialist industry knowledge, ensuring that our clients' communications consistently engage and resonate with their intended audience. This remains central to our value proposition: delivering impactful, measurable and commercially effective campaign outcomes.

The UK dental market continues to expand, with total expenditure on high-street dentistry alone estimated at over £10.2 billion. Growth is being driven by a range of demographic and societal factors, from increasing demand for cosmetic dentistry to an ageing population retaining more natural teeth throughout their life course.

Oral health is central to both general health and wellbeing. As evidence-based approaches to dental treatment and prevention can be applied across different geographies, VSM is very well positioned to support clients beyond the UK and to extend its expertise into international markets.

The dental channel also provides a powerful means of influencing consumer behaviour. Dental professionals are highly trusted sources of advice, and their proactive product recommendations can carry greater influence than traditional forms of consumer advertising. This creates a valuable opportunity to build long-term consumer trust, strengthen brand loyalty and drive sustainable growth.

The VSM model is proven and adaptable to other health-related sectors. We remain committed to applying our expertise in ways that support public health, healthcare professionals and the industries we serve. Continuing to deliver sustainable double-digit growth, VSM provides increased marketing opportunities for clients and growth opportunities for our incredible team VSM.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 November 2024 to the date of this report.

Mr L Vernon

Ms G A Vernon

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mr L Vernon - Director

30 July 2026

FIXED ASSETS

Tangible assets

4

8,202

42,869

CURRENT ASSETS

Debtors

5

254,571

217,739

Cash at bank

94,823

179,788

349,394

397,527

CREDITORS

Amounts falling due within one year

6

(192,777

)

(249,059

)

NET CURRENT ASSETS

156,617

148,468

TOTAL ASSETS LESS CURRENT LIABILITIES

164,819

191,337

CREDITORS

Amounts falling due after more than one year

7

(2,185

)

(12,365

)

PROVISIONS FOR LIABILITIES

8

(2,050

)

(11,105

)

NET ASSETS

160,584

167,867

CAPITAL AND RESERVES

Called up share capital

100

100

Retained earnings

160,484

167,767

SHAREHOLDERS' FUNDS

160,584

167,867

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 October 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 October 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

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

(b)

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

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

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

The financial statements were approved by the Board of Directors and authorised for issue on 30 July 2026 and were signed on its behalf by:

Mr L Vernon - Director

1.	STATUTORY INFORMATION

VSM Europe Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

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

Freehold property

-

2% on cost

Plant and machinery

-

15% on reducing balance

Fixtures and fittings

-

33% on reducing balance

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 7 (2024 - 7 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Plant and

and

property

machinery

fittings

Totals

£

£

£

£

COST

At 1 November 2024

20,321

75,732

51,875

147,928

Additions

-

-

4,356

4,356

Disposals

-

(42,032

)

(3,567

)

(45,599

)

Impairments

(20,321

)

(31,432

)

-

(51,753

)

At 31 October 2025

-

2,268

52,664

54,932

DEPRECIATION

At 1 November 2024

2,914

56,854

45,291

105,059

Charge for year

-

213

3,750

3,963

Eliminated on disposal

-

(35,099

)

(3,433

)

(38,532

)

Impairments

(2,914

)

(20,846

)

-

(23,760

)

At 31 October 2025

-

1,122

45,608

46,730

NET BOOK VALUE

At 31 October 2025

-

1,146

7,056

8,202

At 31 October 2024

17,407

18,878

6,584

42,869

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

146,062

169,485

Other debtors

71,707

10,511

Directors' current accounts

20,497

32,063

Tax

6,918

-

Prepayments

9,387

5,680

254,571

217,739

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

10,000

10,000

Trade creditors

72,438

86,790

Tax

78,896

63,833

Social security and other taxes

3,009

17,613

Pension liability

874

644

VAT

12,825

60,157

Other creditors

5,243

4,212

Accrued expenses

9,492

5,810

192,777

249,059

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans - 1-2 years

2,185

10,000

Bank loans - 2-5 years

-

2,365

2,185

12,365

8.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

2,050

11,105

Deferred

tax

£

Balance at 1 November 2024

11,105

Accelerated capital allowances

(9,055

)

Balance at 31 October 2025

2,050

9.	OTHER FINANCIAL COMMITMENTS

The company as at 31 October 2025 had financial commitments in respect of operating leases of £289 (2024: £3,752).

10.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the years ended 31 October 2025 and 31 October 2024:

2025

2024

£

£

Mr L Vernon and Ms G A Vernon

Balance outstanding at start of year

32,063

17,191

Amounts advanced

141,351

128,846

Amounts repaid

(152,917

)

(113,974

)

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

20,497

32,063

11.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party are the directors by virtue of their shareholding.

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of VSM Europe Limited for the year ended 31 October 2025 which comprise the Income Statement, Balance Sheet and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of VSM Europe Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of VSM Europe Limited and state those matters that we have agreed to state to the Board of Directors of VSM Europe Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than VSM Europe Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that VSM Europe Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of VSM Europe Limited. You consider that VSM Europe Limited is exempt from the statutory audit requirement for the year.

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

Sterling Partners Limited

Chartered Accountants

Chartered Tax Advisors

2nd Floor, Grove House

774-780 Wilmslow Road

Didsbury

Manchester

Greater Manchester

M20 2DR

Date: .............................................