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Registered number: 01500217









ATEX MEDIA LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
ATEX MEDIA LIMITED
 
 
COMPANY INFORMATION


Director
D Lee 




Registered number
01500217



Registered office
Sixth Floor
The Fairfax

Pithay Court

Bristol

BS1 3BN




Independent auditors
Barnes Roffe Audit Limited
Chartered Accountants 
Statutory Auditor

Level 41A

Tower 42

25 Old Broad Street

London

EC2N 1HQ





 
ATEX MEDIA LIMITED
 

CONTENTS



Page
Strategic report
 
1 - 2
Director's report
 
3 - 4
Independent auditors' report
 
5 - 8
Statement of comprehensive income
 
9
Balance sheet
 
10
Statement of changes in equity
 
11
Notes to the financial statements
 
12 - 29


 
ATEX MEDIA LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The director presents the strategic report for the year ended 31 December 2025.

Business review
 
The Company delivered a mixed performance in 2025. Revenue for the year totalled £2.56 million, a 5.5% decline from £2.71 million in 2024, primarily due to non-recurring licence revenue in prior year. Recurring subscription, software-as-a-service and maintenance contracts represented approximately 80% of turnover (2024: 79%), continuing the shift towards revenue streams of greater quality and predictability.

Gross profit was £1.14 million, down 21.8% from £1.45 million in the previous year. The gross margin held steady at 44.4% 
(2024: 53.6%), supported by the continued strategic shift towards recurring revenue streams. This transition has enhanced the quality and predictability of earnings, reinforcing the Company’s long-term financial resilience.

Operating profit increased to £0.70 million 
(2024: £0.42 million), mainly due to favourable foreign exchange movements of £0.52 million.

Net profit rose to £3.24 million, an 8.8% increase from £2.98 million in 2024. The net profit margin was 126.5% 
(2024: 109.9%), driven by £2.56 million in dividend income from subsidiaries and a £0.19 million gain on the disposal of intellectual property. A dividend of £4.00 million was paid to the Company's immediate parent undertaking during the year (2024: £nil).

Principal risks and uncertainties
 
1.  Economic conditions

Changes in economic conditions, such as inflation, interest rates and customer spending, could affect demand for the Company's products and services. A prolonged downturn in the media and publishing sectors in which the Company's customers operate may result in reduced turnover and profitability. The Company monitors macroeconomic indicators and retains the flexibility to adjust its operations in response to economic change. The continued shift towards recurring subscription and maintenance revenue reduces the Company's exposure to short-term fluctuations in discretionary customer spending.

2.  Currency fluctuations

The company is exposed to exchange rate risk due to its activities involving foreign currencies, influenced by
general economic factors. Currently, the company does not have formal hedging measures in place to mitigate currency fluctuations. However, it maintains currency-specific bank accounts, which offer sufficient protection by naturally matching foreign currency inflows and outflows, reducing the impact of exchange rate volatility on its operations.

3.  Customer concentration

The Company's revenue is concentrated in a small number of long-standing customers. The three largest customers represented 46.4% of turnover in the year (2024: 43.9%) and the ten largest represented 77.9% (2024: 79.5%). The loss of, or a significant reduction in trading with, any one of these customers could have a material effect on turnover and profitability. The Company mitigates this risk through multi-year contractual arrangements, close account management and continued investment in its recurring revenue proposition.

Page 1

 
ATEX MEDIA LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Financial key performance indicators
 
The Company considers turnover, gross profit margin and net profit margin to be the key indicators of its performance. These are set out below, together with operating profit and profit for the financial year.


This report was approved by the board on 24 September 2026 and signed on its behalf.



D Lee
Director

Page 2

 
ATEX MEDIA LIMITED
 
 
 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The director presents his report and the financial statements for the year ended 31 December 2025.

Director's responsibilities statement

The director is responsible for preparing the Strategic report, the Director's report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

∙make judgments 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 to 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.

Principal activity

The principal activity of the Company during the year was the selling and installation of software for the media industry, principally newspapers, magazines and online publications.

Results and dividends

The profit for the year, after taxation, amounted to £3,242,749 (2024 - £2,980,351).

The directors deemed no dividends should have been proposed or declared within the year.

Director

The director who served during the year was:

D Lee 

Page 3

 
ATEX MEDIA LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

Disclosure of information to auditors

The director at the time when this Director's report is approved has confirmed that:
 
∙so far as he is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

This report was approved by the board on 24 September 2026 and signed on its behalf.
 





D Lee
Director

Page 4

 
ATEX MEDIA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ATEX MEDIA LIMITED
 

Opinion


We have audited the financial statements of Atex Media Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, 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 profit 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 United Kingdom, including the Financial Reporting Council'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 other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The director is 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 our 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 this other information, we are required to report that fact.

We have nothing to report in this regard.

Page 5

 
ATEX MEDIA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ATEX MEDIA LIMITED (CONTINUED)


Opinion 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 Strategic report and the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Director's report have 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 Strategic report or the Director's report.

We have nothing to report in respect of the following matters in relation to which 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.

Responsibilities of directors
 

As explained more fully in the Director's responsibilities statement set out on page 3, 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 is 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.

Page 6

 
ATEX MEDIA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ATEX MEDIA LIMITED (CONTINUED)


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 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.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

* Ensuring that the engagement team collectively had the appropriate competence, capabilities and skills to   
  identify non-compliance with applicable laws and regulations;
* We identified the laws and regulations applicable to the Company through discussions with directors, and 
   from our commercial knowledge and experience of the relevant sector;
* The specific laws and regulations which we considered may have a direct material effect on the financial    
  statements or the operations of the Company, are as follows - Companies Act 2006, FRS 102, Employment  
  legislation and Tax legislation;
*  We assessed the extent of the compliance with the laws and regulations identified above through making 
   enquiries of management and inspecting legal correspondence; and
*  Laws and regulations were communicated within the audit team at the planning meeting, and the audit team  
  remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
* Making enquiries of management as to where they considered there was susceptibility to fraud, their  
  knowledge of actual, suspected and alleged fraud;
* Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and   
  regulations;
*  Reviewing the financial statements and testing the disclosures against supporting documentation;
*  Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
*  Inspecting and testing journal entries to identify unusual or unexpected transactions; and
*  Assessing whether judgement and assumptions made in determining significant accounting estimates were 
   indicative of management bias.

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 Auditors' report.

Page 7

 
ATEX MEDIA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ATEX MEDIA LIMITED (CONTINUED)


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 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.




Mehmet Hussein (Senior statutory auditor)
for and on behalf of
Barnes Roffe Audit Limited
Chartered Accountants
Statutory Auditor
Level 41A
Tower 42
25 Old Broad Street
London
EC2N 1HQ

24 September 2026
Page 8

 
ATEX MEDIA LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
2,563,017
2,711,958

Cost of sales
  
(1,426,163)
(1,257,849)

Gross profit
  
1,136,854
1,454,109

Administrative expenses
  
(718,198)
(1,397,318)

Other operating income
 5 
283,747
368,308

Operating profit
 6 
702,403
425,099

Income from fixed assets investments
  
2,561,987
1,662,744

Profit on disposal of intangible assets
  
190,039
1,141,227

Interest payable and similar expenses
 10 
(11,777)
(4,565)

Profit before tax
  
3,442,652
3,224,505

Tax on profit
 11 
(199,903)
(244,154)

Profit for the financial year
  
3,242,749
2,980,351

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 12 to 29 form part of these financial statements.

Page 9

 
ATEX MEDIA LIMITED
REGISTERED NUMBER: 01500217

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 13 
3,151
4,429

Tangible assets
 14 
530
3,179

Investments
 15 
3,198,675
3,198,675

  
3,202,356
3,206,283

Current assets
  

Debtors: amounts falling due within one year
 16 
12,660,865
17,813,845

Cash at bank and in hand
 17 
126,202
473,264

  
12,787,067
18,287,109

Creditors: amounts falling due within one year
 18 
(6,031,590)
(10,736,984)

Net current assets
  
 
 
6,755,477
 
 
7,550,125

Total assets less current liabilities
  
9,957,833
10,756,408

Provisions for liabilities
  

Other provisions
 20 
(974,939)
(1,016,263)

  
 
 
(974,939)
 
 
(1,016,263)

Net assets
  
8,982,894
9,740,145


Capital and reserves
  

Called up share capital 
 21 
1,260,004
1,260,004

Other reserves
 22 
2,838,620
2,838,620

Profit and loss account
 22 
4,884,270
5,641,521

  
8,982,894
9,740,145


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 September 2026.




D Lee
Director

The notes on pages 12 to 29 form part of these financial statements.

Page 10

 
ATEX MEDIA LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2024
1,260,004
2,838,620
2,661,170
6,759,794



Profit for the year
-
-
2,980,351
2,980,351



At 1 January 2025
1,260,004
2,838,620
5,641,521
9,740,145



Profit for the year
-
-
3,242,749
3,242,749


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(4,000,000)
(4,000,000)


At 31 December 2025
1,260,004
2,838,620
4,884,270
8,982,894


The notes on pages 12 to 29 form part of these financial statements.

Page 11

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

Atex Media Limited ("the Company") is a private Company limited by shares and incorporated in England and Wales. The registered office is Sixth Floor, The Fairfax, Pithay Court, Bristol, England, BS1 3BN.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Constellation Software Inc as at 31 December 2025 and these financial statements may be obtained from 1200-20 Adelaide Street East, Toronto ON M5C 2TC.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

 
2.4

Going concern

After reviewing the company's management accounts and the company's forecasts and projections, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.The director therefore continues to adopt the going concern basis in preparing these financial statements.

Page 12

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.

Royalty income

The company earns royalties from other group undertakings in relation to sale of software licences. Royalty income is recognised on an accruals basis in accordance with the substance of the relevant agreement.

Page 13

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.7

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 14

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. The amortisation policy is over the life of the trademark.

 
2.12

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 that 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.

Page 15

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

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:

Office equipment
-
33%

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.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

Page 16

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance sheet 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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic 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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Page 17

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.19
Financial instruments (continued)


Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 18

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical judgements in applying the entity's accounting policies

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.

Critical accounting estimates and assumptions

The company has given an intercompany guarantee for one of its subsidiaries against a potential pension deficit held by its subsidiary. The provision in the financial statements is based on the guarantee provided which is in respect of cost of the defined benefit pension plan and the present value of the pension obligation which is determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate and future pension increases. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.


4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Provision of services
2,534,706
2,653,967

Software sales
28,311
57,991

2,563,017
2,711,958


Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
1,621,058
1,624,032

Europe
534,518
726,911

Rest of the world
407,441
361,015

2,563,017
2,711,958


Page 19

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

5.


Other operating income

2025
2024
£
£

Royalties and management charges
283,747
368,308



6.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Depreciation (included in admin expenses)
2,649
6,282

Exchange differences
(517,199)
(51,974)

Other operating lease rentals
-
176

Amortisation (included in admin expenses)
1,278
1,279


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
10,620
13,832

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 20

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Employees

Staff costs were as follows:


2025
2024
£
£

Wages and salaries
1,163,866
1,108,642

Social security costs
171,953
135,301

Cost of defined contribution scheme
205,296
212,636

1,541,115
1,456,579


The average monthly number of employees, including the director, during the year was as follows:


        2025
        2024
            No.
            No.







Technical
10
10



Sales
1
1



Admin
2
2

13
13


9.


Income from investments

2025
2024
£
£





Dividends received from unlisted investments
2,561,987
1,662,744



10.


Interest payable and similar expenses

2025
2024
£
£


Other interest payable
11,777
4,565

11,777
4,565

Page 21

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

11.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
96,732
334,557

Adjustments in respect of previous periods
(12,323)
(71,140)


84,409
263,417


Total current tax
84,409
263,417

Deferred tax


Origination and reversal of timing differences
115,494
56,353

Adjustment in respect of prior period
-
(75,616)

Total deferred tax
115,494
(19,263)


Tax on profit
199,903
244,154
Page 22

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
3,442,652
3,224,505


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
860,663
806,126

Effects of:


Expenses not deductible for tax purposes
-
469

Prior period adjustments
(12,323)
-

Utilisation of tax losses
(96,731)
-

Prior period unprovided deferred tax
-
(75,615)

Adjustment in respect of prior period corporation tax
-
(71,140)

Non-taxable income
(661,759)
(415,686)

Unrelieved tax losses carried forward
110,053
-

Total tax charge for the year
199,903
244,154


Factors that may affect future tax charges

The Company has carried forward losses of £5,465,647 which will affect future tax charges.


12.


Dividends

2025
2024
£
£


Dividends paid
4,000,000
-

4,000,000
-

Page 23

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Intangible assets




Trademarks

£



Cost


At 1 January 2025
7,934



At 31 December 2025

7,934



Amortisation


At 1 January 2025
3,505


Charge for the year on owned assets
1,278



At 31 December 2025

4,783



Net book value



At 31 December 2025
3,151



At 31 December 2024
4,429



Page 24

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

14.


Tangible fixed assets


Office equipment

£



Cost or valuation


At 1 January 2025
65,261



At 31 December 2025

65,261



Depreciation


At 1 January 2025
62,082


Charge for the year on owned assets
2,649



At 31 December 2025

64,731



Net book value



At 31 December 2025
530



At 31 December 2024
3,179


15.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2025
3,198,675



At 31 December 2025
3,198,675




Page 25

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Atex Media Command AB
Tulegatan 45, 113 53 Stockholm , Sweden
Ordinary
100%
Atex Software GmbH
Hindenburgstraße 49, c/o Comosoft GmbH, 22297 Hamburg
Ordinary
100%
Polopoly AB
Tulegatan 45, 113 53 Stockholm , Sweden
Ordinary
100%
Atex Media Global Srl
Via Benigno Crespi 19, 20159 Milano, Italy
Ordinary
100%
Atex Global Media Sarl
120 Rue Jean Jaures, 9230 Levallois-Perret, France
Ordinary
100%
Atex Media OY
Kauppiaantie 1, 90460 Oulunsalo, Finland
Ordinary
100%
Atex Media PTE Limited
18 Robinson Road #15-01, Singapore 048547
Ordinary
100%
Atex Software OY (formerly Jaicom OY)
Kauppiaantie 1, 90460 Oulunsalo, Finland
Ordinary
100%




16.


Debtors

2025
2024
£
£


Trade debtors
962,259
1,357,911

Amounts owed by group undertakings
10,174,695
14,455,932

Other debtors
127,621
44,359

Prepayments and accrued income
86,992
530,851

Deferred taxation
1,309,298
1,424,792

12,660,865
17,813,845



17.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and in hand
126,202
473,264


Page 26

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
6,498
39,934

Amounts owed to group undertakings
4,082,730
8,869,394

Other taxation and social security
197,431
230,596

Accruals and deferred income
1,744,931
1,597,060

6,031,590
10,736,984



19.


Deferred taxation




2025
2024


£

£






At beginning of year
1,424,792
1,405,529


Charged to profit or loss
(115,494)
19,263



At end of year
1,309,298
1,424,792

The deferred tax asset is made up as follows:

2025
2024
£
£


Accelerated capital allowances
27,675
33,116

Tax losses carried forward
1,281,623
1,391,676

1,309,298
1,424,792

The Company has a deferred tax asset of £88,601 (2024 - £112,356) which has not been recognised due to the uncertainty surrounding its recoverability.

Page 27

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

20.


Provisions




Intercompany guarantee

£





At 1 January 2025
1,016,263


Charged to profit or loss
(41,324)



At 31 December 2025
974,939

The company has given a guarantee against the indebtedness of its German subsidiary, Atex Software GmbH, in favour of its creditors. At the balance sheet date, the entity recognised a net liability against its pension scheme in the sum provided, and as such, the Company has made full provision for this sum on the basis that it may be called upon to settle the liability in full. 


21.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



126,000 (2024 - 126,000) Ordinary Shares of £10.00 each
1,260,000
1,260,000
5 (2024 - 5) Ordinary Shares of $£1.00 each
4
4

1,260,004

1,260,004



22.


Reserves

Capital contribution reserve

The capital contribution reserve represents injection of capital made by the parent entity.

Profit and loss account

The profit and loss account represents cumulative profit or losses, net of dividends and other adjustments.


23.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company  to the fund and amounted to £205,296 (2024 - £212,636). Contributions totalling £28,282 (2024 - £32,019) were payable to the fund at the balance sheet date and are included in creditors.

Page 28

 
ATEX MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

24.


Commitments under operating leases

At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than 1 year
-
5,285

-
5,285


25.


Related party transactions

The Company's key management personnel comprise the director. The director is remunerated by another company within the group and receives no remuneration directly from the Company. As remuneration is not allocated between group companies, it is not possible to quantify the element relating to services provided to the Company.


26.


Controlling party

The immediate parent undertaking is Constellation Software UK Holdco Limited. The ultimate parent undertaking and controlling party is Constellation Software Inc, a company incorporated in Canada. Copies of its group financial statements are available from 1200-20 Adelaide Street East, Toronto ON, M5C 2T6.

 
Page 29