REGISTERED NUMBER: 03917701 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

RMG EMEA HOLDINGS LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

Mr S J Mitchell

Mr W A Robson

REGISTERED OFFICE:

260 - 270 Butterfield

Great Marlings

Luton

Bedfordshire

LU2 8DL

BUSINESS ADDRESS:

Unit 30

110 Butterfield

Great Marlings

Luton

Bedfordshire

LU2 8DL

REGISTERED NUMBER:

03917701 (England and Wales)

AUDITORS:

FKCA Limited

Statutory Auditor

260 - 270 Butterfield

Great Marlings

Luton

Bedfordshire

LU2 8DL

The directors present their 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 a holding company for a trading group.

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

Mr W A Robson was appointed as a director after 31 December 2025 but prior to the date of this report.

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 DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 directors must not approve the financial statements unless they are 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 directors are 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 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are 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 each director 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 EMEA Holdings Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, 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 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 of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, 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 Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 Directors.

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 directors' remuneration specified by law are not made; or

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

-	the directors were 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 Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have 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 management and those charged with governance around actual and potential litigation and claims.

-

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

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 substantive testing to address completeness and accuracy of income from subsidiaries.

-

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

-

-

Administrative expenses

8,395

1,214,095

OPERATING LOSS

6

(8,395

)

(1,214,095

)

Income from shares in group undertakings

-

21,500

LOSS BEFORE TAXATION

(8,395

)

(1,192,595

)

Tax on loss

7

-

-

LOSS FOR THE FINANCIAL YEAR

(8,395

)

(1,192,595

)

LOSS FOR THE YEAR

(8,395

)

(1,192,595

)

OTHER COMPREHENSIVE INCOME

-

3,500,000

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

3,500,000

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(8,395

)

2,307,405

FIXED ASSETS

Investments

8

3,537,679

3,537,679

CURRENT ASSETS

Debtors

9

6,987,089

6,987,089

CREDITORS

Amounts falling due within one year

10

7,796,249

7,787,854

NET CURRENT LIABILITIES

(809,160

)

(800,765

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,728,519

2,736,914

CAPITAL AND RESERVES

Called up share capital

12

100

100

Capital contribution reserve

3,500,000

3,500,000

Retained earnings

(771,581

)

(763,186

)

SHAREHOLDERS' FUNDS

2,728,519

2,736,914

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 Board of Directors and authorised for issue on 11 September 2026 and were signed on its behalf by:

Mr S J Mitchell - Director

Called up

Capital

share

Retained

contribution

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 January 2024

100

429,409

-

429,509

Changes in equity

Total comprehensive income

-

(1,192,595

)

3,500,000

2,307,405

Balance at 31 December 2024

100

(763,186

)

3,500,000

2,736,914

Changes in equity

Total comprehensive income

-

(8,395

)

-

(8,395

)

Balance at 31 December 2025

100

(771,581

)

3,500,000

2,728,519

1.	STATUTORY INFORMATION

RMG EMEA Holdings 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.

Preparation of consolidated financial statements

The financial statements contain information about RMG EMEA Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated 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.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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.

Dividend income

Dividend income is recognised when the right to receive it arises and is measured at fair value, with amounts included in profit or loss unless they represent a return of capital.

4.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Fixed asset investments are measured at cost less any accumulated impairment losses. To determine whether the fixed asset investment has been impaired requires estimations of the investments' value. The valuation requires estimation of a multiple of annual recurring revenues.

5.	EMPLOYEES AND DIRECTORS

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

6.	OPERATING LOSS

The operating loss is stated after charging:

2025

2024

£

£

Auditors' remuneration

4,000

-

Auditors' remuneration for non audit work

4,395

-

7.

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.

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

3,537,679

NET BOOK VALUE

At 31 December 2025

3,537,679

At 31 December 2024

3,537,679

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

6,987,089

6,987,089

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

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

7,523,378

7,523,377

Other creditors

272,871

264,477

7,796,249

7,787,854

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

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 coves all the property or undertaking of the company and contains a negative pledge.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

100

Ordinary

£1

100

100

13.	ULTIMATE CONTROLLING PARTY

The company's immediate parent is RMG Enterprise Solutions Inc, a company incorporated in the USA with a registered address 15301 Dallas Parkway, Addison, Texas, 75001, USA.

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 is the largest and smallest group for which consolidated accounts are prepared.