Company No: 10354337 (England and Wales)

Contents

• Company Information
• Accountants' Report
• Balance Sheet
• Notes to the Financial Statements

Directors	Christiane Dörner-Rich
	John Hoagland (Resigned 01 January 2025)
	Mark James Mullen (Appointed 01 January 2025)

Registered office	2nd Floor
	Maritime Place Quayside
	Chatham Maritime
	Chatham
	ME4 4QZ
	United Kingdom

Company number

10354337 (England and Wales)

Accountant	Kreston Reeves LLP
	Suite 2
	Orchard House
	Orchard Street
	Canterbury
	Kent
	CT2 8AR

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Vardis Group Holding Company Limited for the financial year ended 31 December 2025 which comprise the Balance Sheet and the related notes 1 to 9 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 at www.icaew.com/regulation.

This report is made solely to the Board of Directors of Vardis Group Holding Company Limited, as a body, in accordance with the terms of our engagement letter dated 15 September 2025. Our work has been undertaken solely to prepare for your approval the financial statements of Vardis Group Holding Company Limited and state those matters that we have agreed to state to the Board of Directors of Vardis Group Holding Company Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Vardis Group Holding Company Limited and its Board of Directors as a body for our work or for this report.

It is your duty to ensure that Vardis Group Holding Company 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 loss of Vardis Group Holding Company Limited. You consider that Vardis Group Holding Company Limited is exempt from the statutory audit requirement for the financial year.

We have not been instructed to carry out an audit or a review of the financial statements of Vardis Group Holding Company 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.

Kreston Reeves LLP

Suite 2
Orchard House
Orchard Street
Canterbury
Kent
CT2 8AR

07 September 2026

	Note	2025		2024
		£		£
Fixed assets
Investments	3	21,623		21,623
		21,623		21,623
Current assets
Debtors	4	19,609		19,467
Cash at bank and in hand	5	47,620		53,485
		67,229		72,952
Creditors: amounts falling due within one year	6	( 14,087)		( 13,841)
Net current assets		53,142		59,111
Total assets less current liabilities		74,765		80,734
Net assets		74,765		80,734
Capital and reserves
Called-up share capital	7	763		763
Share premium account		44,192		44,192
Profit and loss account		29,810		35,779
Total shareholders' funds		74,765		80,734

For the financial year ending 31 December 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Vardis Group Holding Company Limited (registered number: 10354337) were approved and authorised for issue by the Board of Directors on 07 September 2026. They were signed on its behalf by:

Mark James Mullen Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Vardis Group Holding Company Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 2nd Floor, Maritime Place Quayside, Chatham Maritime, Chatham, ME4 4QZ, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	2		2

3. Fixed asset investments

Investments in subsidiaries

	2025
	£
Cost
At 01 January 2025	21,623
At 31 December 2025	21,623
Carrying value at 31 December 2025	21,623
Carrying value at 31 December 2024	21,623

4. Debtors

	2025		2024
	£		£
Amounts owed by Group undertakings	18,770		18,770
Corporation tax	354		354
Other debtors	485		343
	19,609		19,467

5. Cash and cash equivalents

	2025		2024
	£		£
Cash at bank and in hand	47,620		53,485

6. Creditors: amounts falling due within one year

	2025		2024
	£		£
Amounts owed to Group undertakings	10,898		10,361
Other creditors	3,189		3,480
	14,087		13,841

7. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
450 Ordinary A shares of US $ 1.00 each	343		343
225 Ordinary B shares of US $ 1.00 each	172		172
225 Ordinary C shares of US $ 1.00 each	172		172
100 Ordinary D shares of US $ 1.00 each	76		76
	763		763

8. Events after the Balance Sheet date

Subsequent to the year end, the company disposed of its investment in Vardis GmbH on 29 January 2026 for consideration of EUR 25,000. As the disposal occurred after the reporting date, the investment continues to be recognised in the balance sheet at 31 December 2025.

The directors have considered the disposal and concluded that it represents a non-adjusting post balance sheet event under FRS 102. Accordingly, no adjustment has been made to the amounts recognised in these financial statements.

9. Ultimate controlling party

There is no ultimate controlling party.