REGISTERED NUMBER: 01531084 (England and Wales)

Report of the Directors and

Unaudited Consolidated Financial Statements for the Year Ended 31 December 2025

for

VMI.TV Limited

Page

Company Information

1

Report of the Directors

2

Consolidated Income Statement

3

Consolidated Balance Sheet

4

Company Balance Sheet

6

Notes to the Consolidated Financial Statements

8

DIRECTORS:

K W Nimmo

R Dean

REGISTERED OFFICE:

Holborn Tower

137-144 High Holborn

Floor 3

London

WC1V 6PL

REGISTERED NUMBER:

01531084 (England and Wales)

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

DIRECTORS

The directors who have held office during the period from 1 January 2025 to the date of this report are as follows:

B Bassett - resigned 31 December 2025

K W Nimmo and R Dean were appointed as directors after 31 December 2025 but prior to the date of this report.

C F Chong , I P Jackson , K Oaten and S C Neate ceased to be directors after 31 December 2025 but prior to the date of this report.

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:

R Dean - Director

23 September 2036

TURNOVER

2,405,343

2,559,668

Cost of sales

722,031

768,863

GROSS PROFIT

1,683,312

1,790,805

Administrative expenses

1,931,544

2,151,402

OPERATING LOSS

4

(248,232

)

(360,597

)

Interest receivable and similar income

111

608

(248,121

)

(359,989

)

Interest payable and similar expenses

127,643

217,377

LOSS BEFORE TAXATION

(375,764

)

(577,366

)

Tax on loss

-

-

LOSS FOR THE FINANCIAL YEAR

(375,764

)

(577,366

)

Loss attributable to:

Owners of the parent

(375,764

)

(577,366

)

FIXED ASSETS

Tangible assets

6

3,251,580

4,465,268

Investments

7

-

-

3,251,580

4,465,268

CURRENT ASSETS

Debtors

8

157,766

272,731

Prepayments and accrued income

60,406

55,996

Cash at bank

155,421

167,809

373,593

496,536

CREDITORS

Amounts falling due within one year

9

1,051,194

1,388,652

NET CURRENT LIABILITIES

(677,601

)

(892,116

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,573,979

3,573,152

CREDITORS

Amounts falling due after more than one year

10

940,658

1,564,067

NET ASSETS

1,633,321

2,009,085

CAPITAL AND RESERVES

Called up share capital

932

932

Share premium

128,368

128,368

Other reserves

32,277

32,277

Retained earnings

1,471,744

1,847,508

SHAREHOLDERS' FUNDS

1,633,321

2,009,085

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

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 23 September 2026 and were signed on its behalf by:

R Dean - Director

FIXED ASSETS

Tangible assets

6

3,251,580

3,965,065

Investments

7

60,000

60,000

3,311,580

4,025,065

CURRENT ASSETS

Debtors

8

155,200

368,272

Prepayments and accrued income

60,406

55,996

Cash at bank

149,171

105,008

364,777

529,276

CREDITORS

Amounts falling due within one year

9

1,308,044

1,359,316

NET CURRENT LIABILITIES

(943,267

)

(830,040

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,368,313

3,195,025

CREDITORS

Amounts falling due after more than one year

10

940,658

1,564,067

NET ASSETS

1,427,655

1,630,958

CAPITAL AND RESERVES

Called up share capital

932

932

Share premium

128,368

128,368

Retained earnings

1,298,355

1,501,658

SHAREHOLDERS' FUNDS

1,427,655

1,630,958

Company's loss for the financial year

(203,303

)

(397,469

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 23 September 2026 and were signed on its behalf by:

R Dean - Director

1.	STATUTORY INFORMATION

VMI.TV 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 General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The accounts have been prepared on a going concern basis.

Following the acquisition of VMI.TV Limited Group by Ironfleet Limited, in the opinion of directors, there will be sufficient funds to enable the Company and the Group to continue trading for a period of at least one year from the date of this report.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

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

Plant and machinery etc

-

at varying rates on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

Assets held under leasing agreements are capitalised and depreciated in accordance with the standard rate as set out elsewhere in these notes.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 22 (2024 - 24 ) .

The average number of employees by undertakings that were proportionately consolidated during the year was 3 (2024 - 5 ) .

4.	OPERATING LOSS

The operating loss is stated after charging:

31.12.25

31.12.24

£

£

Depreciation - owned assets

822,563

1,030,120

5.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

6.	TANGIBLE FIXED ASSETS

Group

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 January 2025

331,885

10,459,465

10,791,350

Additions

-

113,908

113,908

Disposals

-

(1,465,186

)

(1,465,186

)

Reclassification/transfer

-

1

1

At 31 December 2025

331,885

9,108,188

9,440,073

DEPRECIATION

At 1 January 2025

310,349

6,015,733

6,326,082

Charge for year

21,536

801,027

822,563

Eliminated on disposal

-

(1,012,512

)

(1,012,512

)

Reclassification/transfer

-

52,360

52,360

At 31 December 2025

331,885

5,856,608

6,188,493

NET BOOK VALUE

At 31 December 2025

-

3,251,580

3,251,580

At 31 December 2024

21,536

4,443,732

4,465,268

Company

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 January 2025

331,885

9,206,125

9,538,010

Additions

-

113,908

113,908

Disposals

-

(505,572

)

(505,572

)

Reclassification/transfer

-

293,727

293,727

At 31 December 2025

331,885

9,108,188

9,440,073

DEPRECIATION

At 1 January 2025

310,349

5,262,596

5,572,945

Charge for year

21,536

732,293

753,829

Eliminated on disposal

-

(404,241

)

(404,241

)

Reclassification/transfer

-

265,960

265,960

At 31 December 2025

331,885

5,856,608

6,188,493

NET BOOK VALUE

At 31 December 2025

-

3,251,580

3,251,580

At 31 December 2024

21,536

3,943,529

3,965,065

Included in fixed assets are plant and equipment subject to Hire Purchase and Finance Lease agreements.

7.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

60,000

NET BOOK VALUE

At 31 December 2025

60,000

At 31 December 2024

60,000

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

VMI.TV Bristol Limited

Registered office: Unit 7, Victoria Industrial Estate, Victoria Road, Acton, London W3 6UU

Nature of business: Hire of equipment

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

265,666

438,127

Loss for the year

(172,461

)

(179,897

)

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.12.25

31.12.24

31.12.25

31.12.24

£

£

£

£

Trade debtors

157,766

183,622

155,200

143,767

Amounts owed by group undertakings

-

-

-

178,525

Other debtors

-

89,109

-

45,980

157,766

272,731

155,200

368,272

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.12.25

31.12.24

31.12.25

31.12.24

£

£

£

£

Hire purchase contracts

819,947

1,157,928

819,947

1,157,928

Trade creditors

90,205

85,752

89,871

83,217

Amounts owed to group undertakings

-

186

260,689

-

Taxation and social security

136,118

116,015

132,613

90,967

Other creditors

4,924

28,771

4,924

27,204

1,051,194

1,388,652

1,308,044

1,359,316

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

Company

31.12.25

31.12.24

31.12.25

31.12.24

£

£

£

£

Hire purchase contracts

940,658

1,564,067

940,658

1,564,067

11.	ULTIMATE CONTROLLING PARTY

The controlling party is Ironfleet Limited.

The ultimate controlling party is R Dean.

The controlling party at 31st December 2025 was B Bassett. On 17th April 2026, following acquisition of the Group, control passed to Ironfleet Limited, with R Dean as the ultimate controlling party.