REGISTERED NUMBER: 10840169 (England and Wales)

Financial Statements for the Year Ended 31 December 2025

for

Nowness Limited

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTORS:

J W Hack

Z Shao

Q Shao

REGISTERED OFFICE:

2nd Floor, Studio Smithfield

London

EC1A 9PT

REGISTERED NUMBER:

10840169 (England and Wales)

AUDITORS:

Shinewing Wilson Accountancy Limited

Chartered Certified Accountants

and Statutory Auditors

9 St Clare Street

London

EC3N 1LQ

FIXED ASSETS

Tangible assets

4

1,654

2,045

CURRENT ASSETS

Debtors

5

99,060

299,219

Cash at bank

239,758

74,500

338,818

373,719

CREDITORS

Amounts falling due within one year

6

3,088,956

3,257,116

NET CURRENT LIABILITIES

(2,750,138

)

(2,883,397

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,748,484

)

(2,881,352

)

CREDITORS

Amounts falling due after more than one year

7

656,000

160,000

NET LIABILITIES

(3,404,484

)

(3,041,352

)

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

(3,404,485

)

(3,041,353

)

(3,404,484

)

(3,041,352

)

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 31 July 2026 and were signed on its behalf by:

Q Shao - Director

1.	STATUTORY INFORMATION

Nowness 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

Going concern

The Company had net current liabilities of £2.75 million as at the balance sheet, primarily due to an amount of £2.60 million owed to a fellow subsidiary, no immediate demand on the repayment is expected. The intermediate parent company provided the Company a loan with flexible repayment; furthermore the ultimate beneficial owner has provided the financial support letter for 12 months from the date of signing financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Turnover

Turnover represents the value of service provided under contracts to the extent that there is a right to consideration and is recorded at the value of the consideration due. Revenue on the production of film is recognised when the final asset is delivered. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure 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 charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:

Computer equipment - 3 years

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.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' to all of its financial instruments.

Financial instruments are recognised 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

Basic financial assets, which include trade and other receivables 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 financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

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 company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including trade and other payables, and loans from group undertakings, 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.

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

Share capital

Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.

The company's ordinary shares are classified as equity instruments.

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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Foreign currencies

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

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.

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 10 (2024 - NIL ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2025

12,563

Additions

1,772

Disposals

(541

)

At 31 December 2025

13,794

DEPRECIATION

At 1 January 2025

10,518

Charge for year

2,163

Eliminated on disposal

(541

)

At 31 December 2025

12,140

NET BOOK VALUE

At 31 December 2025

1,654

At 31 December 2024

2,045

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade debtors

37,316

231,471

Other debtors

61,744

67,748

99,060

299,219

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

38,497

132,231

Amounts owed to group undertakings

2,768,836

2,760,836

Taxation and social security

10,089

19,667

Other creditors

271,534

344,382

3,088,956

3,257,116

Amounts owed to group undertakings are unsecured, interest-free, have no fixed repayment terms, and are repayable on demand.

An amount of £13,243 (2024: £62,319) included in other creditors relates to payables to related companies. The balances are also unsecured, interest-free, and repayable on demand.

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed to group undertakings

160,000

160,000

Other creditors

496,000

-

656,000

160,000

During the year ended 31 December 2025, interest of £8,000 (2024: £8,220) was recognised in the profit and loss account, calculated at 5% per annum on the outstanding loan balance of £160,000.

During the year ended 31 December 2025, the Company received loans totalling £496,000 from its related company. Interest of £6,760 was recognised in the profit and loss account, calculated at interest rates ranging from 4% to 5% per annum on the outstanding loan balances.

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Nijendra Dhungana FCCA (Senior Statutory Auditor)

for and on behalf of Shinewing Wilson Accountancy Limited

9.	RELATED PARTY DISCLOSURES

The Company paid management fees of £80,000 (2024: £80,000) and project recharge fees of £64,864 (2024: nil) to a related company owned by a director of the Company. No overhead recharge was incurred during the year (2024: £13,955). As at 31 December 2025, an amount of £6,483 (2024: £61,069) remained outstanding and was included in creditors.

The Company incurred expenses of £23,473 (2024: £21,693) in relation to a salary-sharing arrangement with Art Review Ltd, which is 85% owned by Meta Media Holdings Limited. As at 31 December 2025, an amount of £2,347 (2024: £2,347) remained outstanding and was included in trade creditors.

During the year, the Company borrowed £496,000 from a related company owned by a director of the Company, at interest rates ranging from 4% to 5% per annum. Interest expense of £6,760 was recognised in the profit and loss account for the year. In addition, interest expense of £1,250 recognised in FY2024 was reversed and credited to the current year's profit and loss account . As at 31 December 2025, accrued interest of £6,760 remained outstanding and was included in creditors.

A loan of £160,000 (2024: £160,000) from the Company's intermediate parent company remained outstanding as at 31 December 2025. As the loan is repayable in FY2027, it has been classified as a non-current liability. Interest expense of £8,000 (2024: £8,220) was recognised in the profit and loss account in respect of this loan. In addition, accrued interest of £389 relating to a separate loan balance of £60,000 remained outstanding at the year-end and was included in creditors.

10.	ULTIMATE CONTROLLING PARTY

The immediate parent company is Nowness Holdings LLC which is incorporated in the USA. The ultimate parent company, Meta Media Holdings Limited, is incorporated in the Cayman Islands and is listed on the Hong Kong Stock Exchange. The principal place of business is located at 7/F, Global Trade Square, No. 21 Wong Chuk Hang Road, Aberdeen, Hong Kong. The financial statements of Meta Media Holdings Limited are publicly available at https://www.metamediahldg.com/investor/3.

The ultimate controlling party is Mr. Zhong Shao, who owns 74.5% of the issued shares of Meta Media Holdings Limited.