REGISTERED NUMBER: 02542776 (England and Wales)

REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

RMG NETWORKS LIMITED

TRADING AS

KORBYT

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Income Statement

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTOR:

Mr S J Mitchell

REGISTERED OFFICE:

260 - 270 Butterfield

Great Marlings

Luton

Bedfordshire

LU2 8DL

REGISTERED NUMBER:

02542776 (England and Wales)

AUDITORS:

FKCA Limited

Statutory Auditor

260 - 270 Butterfield

Great Marlings

Luton

Bedfordshire

LU2 8DL

The director presents his report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the supply, installation and support of digital signage software and hardware for real time applications.

DIRECTORS

Mr S J Mitchell has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

Mr G Clopp - resigned 4 February 2025

Mr A Ahlowalia - resigned 19 December 2025

DIRECTORS' INDEMNITIES

As permitted by the Companies Act 2006. the Company has indemnified the directors in respect of proceedings brought by third parties and qualifying third party indemnity insurance was in place through out the year and up to the date of approval of the financial statements.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The director is 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 enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

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 S J Mitchell - Director

11 September 2026

Opinion

We have audited the financial statements of RMG Networks Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 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 company's affairs as at 31 December 2025 and of its loss 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 director's 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 of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 the audit:

-	the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 Report of the Director.

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

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

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is responsible for assessing the 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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 was as follows:

-

Enquiry of entity staff and the board of directors to identify any instances of non-compliance with laws and regulations; and

-

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations

-

Enquiry of management and those charged with governance around actual and potential litigation and claims.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to involve the following key risks:

-

Related party transactions and associated disclosures.

-

Management bias through the override of controls by management.

-

Revenue recognition and associated disclosures

To address the risk of fraud through related parties, we:

-

Obtained and reviewed all disclosed links to the business by all relevant individuals.

-

Examined the possibility of non-disclosed links to the business and individuals; and

-

Reviewed all disclosures with reference to FRS 102 standard and Companies Act 2006

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

-

Performed analytical procedures to identify any unusual or unexpected relationships between financial and non financial information.

-

Tested journal entries to identify unusual transactions based on the nature of the journal or the owners of the journals, and

-

Investigated the rationale behind significant or unusual transactions.

To address the risk of fraud in relation to revenue recognition, we:

-

Performed detailed substantive testing to address completeness and accuracy of income with regards to contracts and deferred income, and

-

Assessed the appropriateness and application of the accounting policy concerning income recognition.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation.

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 Report of the Auditors.

Use of our 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 a Report of the Auditors 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.

Tara Aldwin ACA (Senior Statutory Auditor)

for and on behalf of FKCA Limited

Statutory Auditor

260 - 270 Butterfield

Great Marlings

Luton

Bedfordshire

LU2 8DL

11 September 2026

TURNOVER

1,831,910

2,240,533

Cost of sales

637,909

942,149

GROSS PROFIT

1,194,001

1,298,384

Administrative expenses

1,718,412

1,598,367

OPERATING LOSS and

LOSS BEFORE TAXATION

(524,411

)

(299,983

)

Tax on loss

-

-

LOSS FOR THE FINANCIAL YEAR

(524,411

)

(299,983

)

FIXED ASSETS

Tangible assets

6

677

2,207

CURRENT ASSETS

Stocks

18,776

23,152

Debtors

7

8,092,214

8,568,912

Cash at bank

130,473

100,208

8,241,463

8,692,272

CREDITORS

Amounts falling due within one year

8

8,471,363

8,413,964

NET CURRENT (LIABILITIES)/ASSETS

(229,900

)

278,308

TOTAL ASSETS LESS CURRENT LIABILITIES

(229,223

)

280,515

CREDITORS

Amounts falling due after more than one year

9

(33,589

)

(43,916

)

PROVISIONS FOR LIABILITIES

(25,000

)

-

NET (LIABILITIES)/ASSETS

(287,812

)

236,599

CAPITAL AND RESERVES

Called up share capital

12

252,000

252,000

Share premium

183,374

183,374

Capital redemption reserve

51,000

51,000

Retained earnings

(774,186

)

(249,775

)

SHAREHOLDERS' FUNDS

(287,812

)

236,599

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

The financial statements were approved by the director and authorised for issue on 11 September 2026 and were signed by:

Mr S J Mitchell - Director

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2024

252,000

50,208

183,374

51,000

536,582

Changes in equity

Total comprehensive income

-

(299,983

)

-

-

(299,983

)

Balance at 31 December 2024

252,000

(249,775

)

183,374

51,000

236,599

Changes in equity

Total comprehensive income

-

(524,411

)

-

-

(524,411

)

Balance at 31 December 2025

252,000

(774,186

)

183,374

51,000

(287,812

)

1.	STATUTORY INFORMATION

RMG Networks 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.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on the going concern basis which the directors consider to be appropriate. The company remains reliant upon the continued support of the group, which has pledged support for a period in excess of 12 months from the date of signing the financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sale related taxes.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods). Revenue in respect of annual maintenance contracts and professional services income is recognised on a straight line basis over the life of the contract.

Tangible fixed assets

Tangible fixed assets held for the company's own use are stated at cost less accumulated depreciation and accumulated impairment losses.

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

Short term leasehold improvements

- 5 years straight line

Machinery and office equipment

- 5 years straight line

Computer equipment

- 2 years straight line

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 credited or charged to the profit or loss.

Stocks

Stock is valued on a first-in, first out basis at the lower of cost incurred in bringing each product to its present location and net realisable value. net realisable value is based upon estimated selling price less further costs expected to be incurred to completing and disposal. Provision is made for slow moving and obsolete stock.

Financial instruments

The Company’s financial instruments comprise cash, trade and other receivables, and trade and other payables.

Financial Assets:

Cash and receivables are initially recognised at the transaction price and subsequently measured at amortised cost less any provision for impairment.

Financial Liabilities:

Trade payables and borrowings are initially recognised at the transaction price and subsequently measured at amortised cost. Interest on borrowings is recognised in profit or loss as it accrues.

Impairment:

Financial assets are reviewed at each reporting date for objective evidence of impairment. Any impairment losses are recognised in profit or loss.

Taxation

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 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 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.

Share based payments

The company is part of a group share-based stock option plan. Pursuant to the Plan, the Board of Directors of Korbyt Holdco LLC may grant common stock options to group employees. The equity-settled share based payment expense is measured at fair value on the basis of a reasonable allocation of the expense to the relevant group entities. For all stock options issued under the Plan, the term is 10 years and awards typically vest over five years.

The Company has taken advantage of exemptions available under FRS102 paragraph 1.12 from the disclosure requirements of paragraphs 26.18(b), 26.19, 26.21 and 26.23 on the basis it is a qualifying entity and equivalent disclosures are included in the consolidated financial statements of Korbyt Holdco LLC.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 8 (2024 - 9 ) .

5.	OPERATING LOSS

The operating loss is stated after charging:

2025

2024

£

£

Depreciation - owned assets

1,530

1,688

Auditors' remuneration

7,350

22,250

Auditors' remuneration for non audit work

3,309

13,953

Exchange rate variance

10,450

34,730

6.	TANGIBLE FIXED ASSETS

Machinery

and

Short

Office

Computer

leasehold

Equipment

equipment

Totals

£

£

£

£

COST

At 1 January 2025

and 31 December 2025

83,186

7,052

12,432

102,670

DEPRECIATION

At 1 January 2025

83,186

7,037

10,240

100,463

Charge for year

-

15

1,515

1,530

At 31 December 2025

83,186

7,052

11,755

101,993

NET BOOK VALUE

At 31 December 2025

-

-

677

677

At 31 December 2024

-

15

2,192

2,207

7.

DEBTORS

2025

2024

£

£

Amounts falling due within one year:

Trade debtors

232,073

1,179,312

Amounts owed by group undertakings

7,770,112

7,273,611

Prepayments and accrued income

83,195

106,006

8,085,380

8,558,929

Amounts falling due after more than one year:

Other debtors

6,834

9,983

Aggregate amounts

8,092,214

8,568,912

Amount owed by group undertakings are interest free and repayable on demand.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

49,869

34,738

Amounts owed to group undertakings

7,480,768

6,515,190

Taxation and social security

26,936

28,855

VAT

19,104

148,291

Other creditors

16,908

21,159

Accruals and deferred income

877,778

1,665,731

8,471,363

8,413,964

Amounts owed to the group undertakings are interest free and repayable on demand.

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Accruals and deferred income

33,589

43,916

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

39,797

80,042

Between one and five years

-

39,796

39,797

119,838

In April 2026, the company entered a new operating lease for office premises until 30 April 2027 at a cost of £647 per month.

11.	SECURED DEBTS

Security is provided to Canadian Imperial Bank of Commerce in respect of a group facility by way of a debenture grant which included fixed and floating charges which cover all the property of undertaking of the company and a negative pledge.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

252,000

Ordinary shares

£1

252,000

252,000

13.	ULTIMATE CONTROLLING PARTY

The company's immediate parent undertaking is RMG EMEA Holdings Limited, a company incorporated in the UK.

The company's ultimate parent and controlling party is Korbyt Holdco LLC, a company incorporated in the USA with a registered address 15301 Dallas Parkway, Addison, Texas, 75001, USA. This the largest and smallest group for which consolidated accounts are prepared.