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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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VDC UK MANAGEMENT COMPANY LIMITED
COMPANY INFORMATION
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VDC UK MANAGEMENT COMPANY LIMITED
CONTENTS
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VDC UK MANAGEMENT COMPANY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report for the year ended 31 December 2025.
The directors present the Strategic Report of VDC UK Management Company Limited (the "Company") for the year ended 31 December 2025.
The Company provides management serves to the Vantage Data Centers EMEA group of companies (the "Group").
These services are primarily provided to Group companies under intra-group management agreements, with costs typically recharged on a cost-plus basis. The Company’s cost base is largely driven by employee-related expenses (payroll, benefits and share-based payments), premises and infrastructure costs and general administrative expenses. The Company’s strategy is aligned with the wider Vantage Data Centers EMEA Group and focuses on supporting the growth and scalability of the Group’s operations across the UK, Europe and Africa, maintaining operational excellence and service quality and attracting and retaining high-quality talent to support business expansion.
Vantage Data Centers is committed to empowering the digital revolution by designing, building and operating resilient and sustainable digital infrastructure. The Group focuses on delivering high-quality customer experiences while supporting the evolving needs of leading technology companies.
In 2025, the Group sustained its organic growth across the seven countries where it operates. The construction of multiple data centers is progressing in various regions, including the UK, Ireland, Italy, Poland, Switzerland, South Africa and Germany. Simultaneously, the Group continues to acquire land for expansion in both new and existing campuses, ensuring a strong pipeline of future capacity to meet increasing customer demand.
The Group maintains a risk register to monitor and manage its risks. The risk register is reviewed on a regular basis, and the Group updates its plans and processes to mitigate the business risks it faces.
The main risks that the Company faces are talent and payroll cost risk and pass through of costs under management agreements with group companies and related parties. The Company's operations are highly dependent on skilled employees. Key risks include increasing competition for talent, rising remuneration and benefit costs and retention of key personnel. To mitigate this risk, the Company provides competitive compensation structures, participation in Group share-based incentive schemes and ongoing monitoring of staffing levels and cost recovery mechanisms. With regards to the pass through costs, the Company mitigates the risk through management agreements with group companies and related parties that help ensure that service costs are recoverable, thereby securing continuity of revenue. The Company's credit risk relating to its trade receivables is considered by the directors to be limited due to the counterparties being Group companies and other related parties. Cash flow projections have been reviewed at the Group level and the impact of potential risks and uncertainties, such as changes in economic conditions and fluctuations in currency exchange rates have been considered, and it has been concluded that the Group will be able to meet its obligations as they fall due.
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VDC UK MANAGEMENT COMPANY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Turnover: Increased from £65,263,090 in 2024 to £83,723,805 in 2025. The growth was primarily driven by higher payroll and administrative costs, which resulted in an increase in management charges.
Operating profit: Increased from £2,654,390 in 2024 to £5,512,371 in 2025. The rise in operating profit reflects the overall increase in business costs due to inflation, although certain costs could not be fully recharged through the Management Charge mechanism. Net Assets: As of 31 December 2025, the Company reported net assets of £17,535,678. Average number of employees: 414. Key performance indicators (KPIs)
The Directors monitor the performance of the Company using the following key financial indicators:
In addition, The Directors also monitor non financial information such as employee retention's and recruitment metrics.
The Directors expect the Company to continue supporting the Group’s expansion across its core markets.
Key areas of focus include:
∙Scaling operational capabilities in line with business growth;
∙Managing cost increases, particularly employee-related costs;
∙Enhancing the effectiveness of intra-group charging mechanisms;and
∙Supporting new data centre developments and acquisitions
The underlying demand for digital infrastructure remains strong, and the Company is well positioned to support the Group’s long-term growth strategy.
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VDC UK MANAGEMENT COMPANY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors have acted in the way that they considered, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole and this section forms out section 172 (1)of the Companies Act 2006.
In doing so, the Directors have regard to:
∙The long-term consequences of decisions
∙The interests of the Company’s employees
∙The need to foster business relationships with suppliers, customers and other stakeholders
∙The impact of operations on the community and environment
∙The Company’s reputation for high standards of business conduct
∙The need to act fairly between members of the Company
Stakeholder engagement and decision-making
Employees
Employees represent the Company’s most significant stakeholder group.
Engagement:
∙Regular communication from senior management and leadership teams;
∙Performance management and development processes; and
∙Participation in Group-wide share-based incentive arrangements.
Key considerations in decision-making:
∙Recruitment and retention strategies;
∙Remuneration structures; and
∙Investment in employee wellbeing and development.
Group entities (customers)
The Company provides services primarily to Group companies.
Engagement:
∙Ongoing operational collaboration;
∙Service delivery monitoring; and
∙Regular review of management charge arrangements.
Key considerations:
∙Ensuring service quality and efficiency;
∙Maintaining alignment with Group strategy; and
∙Ensuring appropriate cost recovery under intercompany agreements.
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VDC UK MANAGEMENT COMPANY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the Company (continued) Suppliers and service providers
The Company engages suppliers for operational and administrative services.
Engagement:
∙Procurement processes; and
∙Ongoing supplier relationship management.
Key considerations:
∙Cost control;
∙Reliability and quality of services; and
∙Maintaining strong business relationships
Regulators and compliance bodies
As a UK incorporated entity, the Company operates within a regulated environment.
Engagement:
∙Compliance with Companies Act requirements; and
∙Adherence to applicable accounting standards and tax regulations.
Key considerations:
∙Maintaining robust governance and internal controls; and
∙Ensuring accurate and transparent reporting.
Key decisions during the year
During the year, the Directors made a number of key decisions, including:
∙Supporting the expansion of the Group’s operations, including increased staffing and infrastructure investment;
∙Entering into and managing lease arrangements for office premises to support operational growth;
∙Reviewing and refining intercompany cost recharge arrangements; and
∙Managing the Company’s cost base in the context of inflationary pressures.
In making these decisions, the Directors considered:
∙The long-term sustainability of the business model;
∙The impact on employees and operational capability;
∙The financial position of the Company; and
∙The interests of Group stakeholders.
Outcomes
The Directors believe that their approach has:
∙Supported the continued growth of the Company and the wider Group;
∙Enabled scaling of operations in line with demand;
∙Maintained strong relationships with stakeholders; and
∙Positioned the Company to support future expansion.
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VDC UK MANAGEMENT COMPANY LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf.
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VDC UK MANAGEMENT COMPANY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £7,966,929 (2024 - £2,771,351).
The Company paid a dividend of £20,700,000 during the year (2024:nil).
The directors who served during the year were:
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VDC UK MANAGEMENT COMPANY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors have assessed the ability of the Company to continue as a going concern for the 12-month period from the date of approval of these financial statements, covering the period to 30 June 2027. This assessment has included a review of the Company's financial position, cash flow forecasts, and the potential impact of various risks and uncertainties, including the current economic environment.
The Company provides strategic, management, and back-office support services to Vantage Data Centers Europe S.à r.l., other Group companies and related parties. These services are integral to the Group’s ability to meet the increasing demand for cloud services, which underpins the Group’s future business outlook. Based on this assessment, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence during the going concern period. Accordingly, the financial statements have been prepared on a going concern basis. The Directors have considered the following factors in their assessment: Financial position: The Company is in a healthy financial position, with net current assets of £10,953,686 as at 31 December 2025 and a cash balance of £2,038,905 as at 31 December 2025. The Company continues to meet its working capital requirements through effective working capital management and, where necessary, support from the wider Group. Cash flow forecasts: The Directors have prepared detailed cash flow forecasts covering the going concern period to 30 June 2027. These forecasts indicate that the Company is expected to generate sufficient cash flows to meet its liabilities as they fall due, supported by its role within the Group and ongoing service arrangements. These forecasts have been stress-tested to account for potential adverse scenarios, including consideration of reverse stress scenarios. Risks and uncertainties: The Directors have considered and evaluated the principal risks facing the Company, including the broader economic environment. The Company has demonstrated resilience and adaptability supported by continued demand for the services provided to the wider Group, secured by contractual arrangements that allow for the recharge of costs, thereby limiting exposure to margin erosion and supporting liquidity.
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VDC UK MANAGEMENT COMPANY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company's activities expose it to a variety of financial risks including credit risk and liquidity and cash flow risk. The Company's principal financial instruments comprise amounts owed to group undertakings, amounts owed by other related parties, cash at bank and trade creditors.
The main purpose of these instruments is to finance the Company's operation. Credit risk The Company's credit risk is primarily attributable to its trade debtors, which are with other group companies and related parties. The amounts presented in the Balance Sheet are net of allowances for doubtful debtors. The credit risk on cash at bank is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies. Liquidity and cash flow risk In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Company recharges costs on a monthly basis. The Company also has short-term debt finance available from the parent company (Vantage Data Centers Europe S.à.r.l). Liquidity risk on trade creditors is managed by ensuring sufficient funds are available to meet amounts due. Price risk The Company is exposed to the risk of price increases from suppliers. These are mitigated by the Company recharging costs incurred to other group companies and related parties.
The auditors, Ernst&Young LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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VDC UK MANAGEMENT COMPANY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
This report was approved by the board and signed on its behalf.
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VDC UK MANAGEMENT COMPANY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VDC UK MANAGEMENT COMPANY LIMITED
We have audited the financial statements of VDC UK Management Company Limited for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Statement of Financial Position, the Statement of changes in equity and the related notes 1 to 25, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 company's ability to continue as a going concern for a period to 30 June 2027.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.
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VDC UK MANAGEMENT COMPANY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VDC UK MANAGEMENT COMPANY LIMITED (CONTINUED)
The other information comprises the information included in the annual report other than the financial statements and our auditors' 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 this 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 the other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or directors' report.
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VDC UK MANAGEMENT COMPANY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VDC UK MANAGEMENT COMPANY LIMITED (CONTINUED)
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 auditors' 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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006) and compliance with the relevant direct and indirect tax regulation in United Kingdom. In addition, the Company has to comply with laws and regulations relating to its operations, including UK employment and health and safety.
∙We understood how VDC UK Management Company Limited is complying with those frameworks making enquiries with management and those charged with governance to understand how the Company maintains and communicates its policies and procedures in these areas. We understood any controls put in place by management to reduce the opportunities of fraudulent transactions.
∙We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur through inquiry of management and those charged with governance to understand where it is considered there was susceptibility to fraud. Through our procedures we determined there to be risks associated with management override of controls, and inappropriate revenue recognition. In response, we performed the below:
°With regard to management override, we incorporated data analytics to sample the entire population of journal entries to identify specific transactions which did not meet our expectations based on specific criteria and journal entries indicating significant or unusual transactions based on our understanding of the business. These procedures included investigating these transactions to develop our understanding and challenging the assumptions, judgements and significant estimates made by management and testing them back to source information.
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VDC UK MANAGEMENT COMPANY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF VDC UK MANAGEMENT COMPANY LIMITED (CONTINUED)
°We identified that the area most susceptible to fraud relates to revenue recharged to other group companies based on payroll costs and related administrative expenses incurred. To address this risk, we assessed the appropriateness of revenue recognition by selecting a sample of expense transactions throughout the period and testing how these were recharged as revenue. This included testing the underlying costs by agreeing payroll expenses to payroll records and supporting documentation, assessing the validity of administrative expenses through inspection of supporting evidence, and evaluating whether such costs were appropriately captured within the Company’s records. We also evaluated the categorisation and mapping of these costs, assessed the reasonableness of mark-ups applied, and recalculated the resulting revenue on an overall basis to ensure it was appropriately determined.
°The procedures explained above were designed to provide reasonable assurance that the financial statements are free from material fraud or error.
∙Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved agreeing that material transactions are recorded in compliance with FRS 102. Compliance with other operational laws and regulations was addressed through inquiries with management, review of board meeting minutes, and discussions with internal legal counsel.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
This report is made solely to the 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 company's members those matters we are required to state to them in an auditors' 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 company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Bristol
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VDC UK MANAGEMENT COMPANY LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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VDC UK MANAGEMENT COMPANY LIMITED
REGISTERED NUMBER: 12361880
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 18 to 38 form part of these financial statements.
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VDC UK MANAGEMENT COMPANY LIMITED
REGISTERED NUMBER: 12361880
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
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