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Registered number: 05412266









Dept Personalised Content Limited









Annual Report and Financial Statements

For the year ended 31 December 2025

 
Dept Personalised Content Limited
 
 
Company Information


Directors
H T Luu 
F L Schmid 




Registered number
05412266



Registered office
Floor 9 & 10
Featherstone Building

66 City Road

London

EC1Y 2AL




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG





 
Dept Personalised Content Limited
 

Contents



Page
Strategic report
 
1 - 3
Directors' report
 
4 - 5
Independent auditors' report
 
6 - 9
Statement of income and retained earnings
 
10
Statement of financial position
 
11
Notes to the financial statements
 
12 - 27


 
Dept Personalised Content Limited
 
 
Strategic Report
For the year ended 31 December 2025

Introduction
 
The Directors present their Strategic Report for the period ended 31 December 2025.

Dept Personalised Content Limited is a fast-growing digital marketing agency that derives its revenues from digital advertising services helping clients build relationships with their customers throughout the complete lifecycle, delivering transformational growth.

DEPT®’s mission
 
For the past decade, growth has been the metric that defined success. Every company chased it. Every team measured it. Every board demanded it.

But somewhere along the way, growth became a performance, a show of progress rather than progress itself. Dashboards filled up, strategies multiplied, and innovation departments bloomed. Yet the results often stayed the same. What looked like acceleration was, in truth, growth theatre, all motion, little movement.

The world doesn’t need more growth. It needs better growth.

Consumers are evolving faster than companies. Platforms emerge and explode in the time it takes to brief a campaign. New technologies redefine categories overnight. AI collapses the distance between creativity and code, between brand and performance.

And DEPT® is perfectly engineered for this mission. We drive customer growth for midsize to enterprise clients through end-to-end solutions ranging from advanced data engineering to digital marketing and AI-driven transformation.

We are focused on better growth - we’re committed to doing business the right way. We are united in building a company that has a positive impact on our people, our clients, and society. As a Certified B Corp, we are proud to be part of a global community of businesses balancing purpose and profit to be a force for good.

Summary financial information 

Turnover: £51.3m (2024: £44.0m). Top-line revenue grew by 16.7% (£7.0m), driven by expanded scope with an existing client and two new client wins, with the associated revenue recognised across 2025.

Gross Profit: £13.3m (2024: £14.0m). Profit margin decreased by 5.0% (£0.7m) due to an increased reliance on sub-contracted services from group undertakings.

Administrative Expenses: £8.4m (2024: £8.8m). Administrative costs were reduced by £0.4m, reflecting tighter cost management over central overheads.

The company has also maintained a strong cash flow position and operates with no debt, other than routine trade payables.

B Corp Certification 

DEPT® remains committed to its status as a Certified B Corp, reflecting our dedication to high standards of social and environmental performance, accountability, and transparency. In early 2025, the Group successfully completed its first recertification process.

This achievement validated the integration of our expanded global operations, incorporating our teams in the US, Australia, and India into the certification scope for the first time. Moving forward, we continue to utilise the B Corp framework to drive improvement initiatives and ensure our business serves as a consistent force for good.
 
Page 1

 
Dept Personalised Content Limited
 

Strategic Report (continued)
For the year ended 31 December 2025


Awards

In 2025, DEPT® received significant international recognition, including Network of the Year at the Webby Awards, Agency of the Year at both the Lovie Awards and Anthem Awards, alongside multiple project-level honours across categories. These accolades underscore DEPT®'s dedication to innovation, creativity, and impactful work in the digital agency landscape.

Outlook and expected developments in 2026

For DEPT®, 2026 is expected to be characterised by continued focus on scaling its growth invention model, strengthening leadership in AI-enabled products and services, and deepening client relationships. This direction is supported by the appointment of a Chief Product Officer in early 2026 to help scale DEPT®’s product and AI capabilities.

At the same time, macroeconomic uncertainty, trade-related disruption and changing consumer behaviour are expected to continue influencing client priorities and spending patterns. DEPT®’s own 2025 NavigatorIQ research, based on a survey of more than 4,000 consumers across five markets, indicated heightened consumer sensitivity to price increases, delivery disruption and brand transparency. This reinforces the expectation that clients will continue to prioritise measurable return on investment, local relevance and trusted customer communication in 2026.

Overall, DEPT® believes it is well positioned for 2026, supported by its integrated offering across marketing and technology, its growing AI capabilities, and its continued focus on helping clients deliver growth in a more complex and fast-changing market environment.

Principal risks and uncertainties
 
DEPT® operates in a competitive global market where client expectations, pricing pressure, and rapid technological shifts continually redefine the competitive landscape. Macroeconomic factors can influence client budgets, project pipelines, and overall demand for digital services, which can give rise to uncertain growth assumptions. Geopolitical developments may further impact market stability, supply chains, and client investment priorities. Additionally, evolving regulatory frameworks across jurisdictions pose ongoing compliance and operational challenges. To mitigate this, DEPT® continually evolves its strategy in response to changing market conditions. In addition, management actively monitors macroeconomic, geopolitical and regulatory developments to enable timely identification of risks and appropriate responsive actions.

The pace of AI-driven disruption could render certain services, tools, or delivery models less competitive if DEPT® fails to adapt quickly enough. At the same time, increased efficiency through automation challenges traditional pricing models, potentially reducing billable hours unless value-based or outcome-driven pricing structures are established. AI also reshapes client expectations and accelerates innovation cycles. To mitigate this, DEPT® continues to invest in targeted development programmes. This is further supported by focused incubator initiatives which explore and accelerate the practical application of emerging technologies, including AI, within the business. In parallel, management closely monitors technological developments and evolving client expectations to ensure timely adaptation of services, delivery models, and pricing approaches.

Financial key performance indicators
 
See the Summary financial information included above for details of the financial key performance indicators.

Page 2

 
Dept Personalised Content Limited
 

Strategic Report (continued)
For the year ended 31 December 2025


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



H T Luu
Director

Date: 23 September 2026

Page 3

 
Dept Personalised Content Limited
 
 
 
Directors' Report
For the year ended 31 December 2025

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

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, the directors' report 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 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 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 for the Company's financial statements 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 to 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.

Results and dividends

The profit for the year, after taxation, amounted to £4,963,333 (2024 - £4,882,248).

Ordinary dividends of £nil (2024: £5,420,784) were paid. The directors do not recommend payment of a final dividend. 

Directors

The directors who served during the year were:

H T Luu 
F L Schmid 

Disclosure of information to auditors

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

∙the director 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.

Page 4

 
Dept Personalised Content Limited
 
 
 
Directors' Report (continued)
For the year ended 31 December 2025

Auditors

The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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



H T Luu
Director

Date: 23 September 2026

Page 5

 
Dept Personalised Content Limited
 
 
 
Independent Auditors' Report to the Members of Dept Personalised Content Limited
 

Opinion


We have audited the financial statements of Dept Personalised Content Limited (the 'Company') for the year ended 31 December 2025, which comprise the statement of income and retained earnings, the statement of financial position 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 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 other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The directors are 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 6

 
Dept Personalised Content Limited
 
 
 
Independent Auditors' Report to the Members of Dept Personalised Content 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors' 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 directors' 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 directors' 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 directors' responsibilities statement set out on page 4, 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 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 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.


Page 7

 
Dept Personalised Content Limited
 
 
 
Independent Auditors' Report to the Members of Dept Personalised Content 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:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities

In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

∙The nature of the industry and sector, control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙Enquiring of local management, including obtaining and reviewing supporting documentation, concerning the Company's policies and procedures relating to:
°Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
°Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected of alleged fraud;
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙Discussing among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud;
∙Obtaining an understanding of the legal and regulatory frameworks that the Company operates in, focusing on those laws and regulations that had a direct effect on the financial statements,  such as the Companies Act 2006, pensions and tax legislation, or that had a fundamental effect on the operations of the Company, including General Data Protection requirements, Anti-bribery and corruption policy, and Health & Safety.

Audit response to risks identified

Our procedures to respond to risk identified included the following:
 
∙Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
∙Evaluation of management’s controls designed to prevent and detect irregularities;
∙Enquiring of management concerning actual and potential litigation and claims;
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙Reading minutes of meetings of those charged with governance, reviewing internal audit reports and correspondence with regulators.
Page 8

 
Dept Personalised Content Limited
 
 
 
Independent Auditors' Report to the Members of Dept Personalised Content Limited (continued)



We have also considered the risks noted above in addressing the risk of fraud through management override of controls:

∙Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

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.


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.



Anthony Woodings (senior statutory auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

24 September 2026
Page 9

 
Dept Personalised Content Limited
 
 
Statement of Income and Retained Earnings
For the year ended 31 December 2025

2025
2024
Note
£
£

  

Turnover
 4 
51,305,779
43,982,147

Cost of sales
  
(38,010,512)
(30,026,313)

Gross profit
  
13,295,267
13,955,834

Administrative expenses
  
(8,395,011)
(8,799,818)

Other operating income
 5 
89,568
198,443

Operating profit
 6 
4,989,824
5,354,459

Interest receivable and similar income
 10 
402,032
10,277

Interest payable and similar expenses
 11 
(254,042)
(191,838)

Profit before tax
  
5,137,814
5,172,898

Tax on profit
 12 
(174,481)
(290,650)

Profit after tax
  
4,963,333
4,882,248

  

  

Retained earnings at the beginning of the year
  
3,382,304
3,920,840

Profit for the year
  
4,963,333
4,882,248

Dividends declared and paid
 13 
-
(5,420,784)

Retained earnings at the end of the year
  
8,345,637
3,382,304

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of income and retained earnings.

The notes on pages 12 to 27 form part of these financial statements.

Page 10

 
Dept Personalised Content Limited
Registered number: 05412266

Statement of Financial Position
As at 31 December 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 14 
831,431
1,136,266

Investments
 15 
28,743
28,743

  
860,174
1,165,009

Current assets
  

Debtors: amounts falling due within one year
 16 
17,417,912
5,148,526

Cash at bank and in hand
 17 
584,507
4,301,977

  
18,002,419
9,450,503

Creditors: amounts falling due within one year
 18 
(10,345,769)
(7,027,978)

Net current assets
  
 
 
7,656,650
 
 
2,422,525

Total assets less current liabilities
  
8,516,824
3,587,534

Provisions for liabilities
  

Deferred tax
 19 
(115,511)
(205,130)

Other provisions
 20 
(55,576)
-

Net assets
  
8,345,737
3,382,404


Capital and reserves
  

Called up share capital 
 21 
100
100

Profit and loss account
 22 
8,345,637
3,382,304

  
8,345,737
3,382,404


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


H T Luu
Director

Date: 23 September 2026

The notes on pages 12 to 27 form part of these financial statements.

Page 11

 
Dept Personalised Content Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

1.


General information

Dept Personalised Content Limited is a private company limited by shares incorporated in England and Wales. The registered office is Dept Personalised Content Limited, Floor 9 & 10, Featherstone Building, 66 City Road, London, EC1Y 2AL.

The principal activity of the Company is the provision of digital marketing and content creation services.

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 judgement 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 Digital Agency Holding B.V.  as at 31 December 2025 and these financial statements may be obtained from Generaal Vetterstraat 66, 1059 BW, Amsterdam, Netherlands.

 
2.3

Going concern

The group has prepared the financial statements for the financial year ending 31st December 2025 on a going
concern basis which assumes continuity of current business activities and the realisation of assets and
settlement of liabilities in the ordinary course of business.

The group headed by Digital Agency Holding B.V. has prepared financial forecasts to September 2027 and the directors have concluded that it is appropriate to prepare the financial statements on a going concern basis.

Page 12

 
Dept Personalised Content Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

2.Accounting policies (continued)

 
2.4

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 except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

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.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

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.

Page 13

 
Dept Personalised Content Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

2.Accounting policies (continued)

 
2.8

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 statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.9

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 14

 
Dept Personalised Content 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 reporting 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 reporting 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 reporting date.


 
2.11

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.

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:

Long-term leasehold property
-
Over 10 year length of lease
Fixtures and fittings
-
25%
Office equipment
-
25%

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.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 15

 
Dept Personalised Content Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

2.Accounting policies (continued)

 
2.13

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.

 
2.14

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 
2.15

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.

 
2.16

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.

Page 16

 
Dept Personalised Content Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

2.Accounting policies (continued)

 
2.17

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable.
 
Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
 
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.
 
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
 
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.

 
2.18

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.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make judgements and estimates that affect amounts
recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during
the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions.

The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material
difference to the carrying amount of the assets and liabilities within the next financial year.

Page 17

 
Dept Personalised Content Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

4.


Turnover

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


2025
2024
£
£

Sales of services
51,305,779
43,982,147


Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
1,424,338
4,398,214

Rest of Europe
16,348,976
17,592,859

Rest of the world
33,532,465
21,991,074

51,305,779
43,982,147



5.


Other operating income

2025
2024
£
£

Net rents receivable
29,326
164,326

Management charges receivable
60,242
34,117

89,568
198,443



6.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Exchange differences
94,533
206,378

Other operating lease rentals
1,239,851
1,355,363

Share-based payment
11,884
-

Page 18

 
Dept Personalised Content Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

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
13,950
12,550

Fees payable to the Company's auditors in respect of:

Taxation compliance services
1,089
1,000


8.


Employees

Staff costs, including directors' remuneration, were as follows:


2025
2024
£
£

Wages and salaries
7,709,130
7,826,267

Social security costs
947,258
899,959

Cost of defined contribution scheme
228,145
243,335

8,884,533
8,969,561


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


        2025
        2024
            No.
            No.







Staff
169
183



Directors
2
2

171
185

Page 19

 
Dept Personalised Content Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

9.


Directors' remuneration

As restated
2025
2024
£
£

Directors' emoluments
-
356,945

Company contributions to defined contribution pension schemes
-
10,795

-
367,740


During the year retirement benefits were accruing to no directors (2024 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £NIL (2024 - £190,474).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2024 - £7,420).

Directors' remuneration is recharged to Heisenberg UK Bidco Limited.

Restatement of prior-year directors’ remuneration  

The directors’ remuneration disclosure for the year ended 31 December 2024 has been restated. A portion of the remuneration previously reported was recharged to another group company and therefore did not represent remuneration borne by the company. The comparative figures have been corrected to reflect the amounts attributable to the company.

This correction affects only the directors’ remuneration disclosure and has no impact on profit or net assets.


10.


Interest receivable

2025
2024
£
£


Interest receivable from group companies
391,212
8,233

Other interest receivable
10,820
2,044

402,032
10,277


11.


Interest payable and similar expenses

2025
2024
£
£


Loans from group undertakings
140,837
191,838

Other interest payable
113,205
-

254,042
191,838

Page 20

 
Dept Personalised Content Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

12.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
621,532
340,000

Adjustments in respect of previous periods
(357,432)
4,374


264,100
344,374


Total current tax
264,100
344,374

Deferred tax


Origination and reversal of timing differences
(89,619)
(53,724)

Total deferred tax
(89,619)
(53,724)


Tax on profit
174,481
290,650

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower 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
5,137,814
5,172,898


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
1,284,454
1,293,225

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
9,753
13,896

Adjustments to tax charge in respect of prior periods
(357,432)
4,374

Group relief
(762,294)
(1,020,845)

Total tax charge for the year
174,481
290,650


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 21

 
Dept Personalised Content Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

13.


Dividends

2025
2024
£
£


Dividends
-
5,420,784


14.


Tangible fixed assets


Long-term leasehold property
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2025
915,209
377,992
834,684
2,127,885


Additions
-
-
40,256
40,256


Disposals
-
-
(382)
(382)



At 31 December 2025

915,209
377,992
874,558
2,167,759



Depreciation


At 1 January 2025
290,060
211,427
490,132
991,619


Charge for the year
114,119
77,669
152,998
344,786


Disposals
-
-
(77)
(77)



At 31 December 2025

404,179
289,096
643,053
1,336,328



Net book value



At 31 December 2025
511,030
88,896
231,505
831,431



At 31 December 2024
625,149
166,565
344,552
1,136,266

Page 22

 
Dept Personalised Content Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

15.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2025
28,743



At 31 December 2025
28,743





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Dept Personalised Content GmbH
Hagelberger Straße 53/54,10965, Berlin, Germany
Ordinary
100%
Dept Personalised Content Inc
350 10th Ave, Suite 700,San Diego, CA 92101,USA
Ordinary
100%
Dept Personalised Content Canada Ltd
410 Adelaide St W,Toronto, ON M5V 1S8,Canada
Ordinary
100%


16.


Debtors

2025
2024
£
£


Trade debtors
2,606,968
1,654,797

Factored debts
(2,196,866)
-

Amounts owed by group undertakings
13,366,638
1,183,580

Other debtors
1,340,003
569,533

Prepayments and accrued income
1,982,611
1,157,958

Corporation tax
318,558
582,658

17,417,912
5,148,526


Page 23

 
Dept Personalised Content Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

16.Debtors (continued)

Amounts owed by group undertakings include an unsecured loan of £11,642,218 (2024: £Nil) due from its intermediate parent company Dept Digital Subholding Agency B.V. The loan bears interest based on the monthly floating rate on the currency of the loan plus 2.75% and is repayable on demand. 

The Company has entered into a non-recourse factoring arrangement with a third-party financial institution to sell qualifying, factor-approved trade receivables. The purpose of the arrangement is to improve working capital management and reduce credit risk exposure.

Under the terms of the agreement, which is effective until the 30th of September 2026, the factoring is non-recourse, meaning that the Company has no obligation to repurchase or replace receivables in the event of customer default. 

Accordingly, where substantially all of the risks and rewards of ownership of the transferred receivables have been 
transferred to the factor, the related trade receivables are derecognised from the statement of financial position.


17.


Cash

2025
2024
£
£

Cash at bank and in hand
584,507
4,301,977



18.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
488,588
573,135

Amounts owed to group undertakings
6,462,092
3,924,445

Other taxation and social security
268,648
246,505

Other creditors
1,223,891
940,559

Accruals and deferred income
1,902,550
1,343,334

10,345,769
7,027,978


Amounts owed to group undertakings includes an unsecured loan of £2,736,419 (2024: £2,157,973) due to its immediate subsidiary undertakings. The loan bears interest based on the monthly floating rate on the currency of the loan plus 2.75% and is repayable on demand.

Included in accruals and deferred income is a liability for cash-settled share-based payments of £26,082 (
2024: £nil). See note 23 for further details.

Page 24

 
Dept Personalised Content Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

19.


Deferred taxation




2025


£






At beginning of year
(205,130)


Charged to profit or loss
89,619



At end of year
(115,511)

The provision for deferred taxation is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(143,924)
(217,636)

Other timing differences
28,413
12,506

(115,511)
(205,130)


20.


Provisions




Dilapidations

£





Charged to profit or loss
55,576



At 31 December 2025
55,576

Dilapidations

The provision for dilapidations relates to the estimated costs associated with restoring leased properties to their original condition at the end of the lease term, in accordance with the obligations set out in the lease agreements. These properties are leased under several agreements with varying durations and terms. 

The key assumptions used in determining the provision include the expected costs of rectifying dilapidations, timing of cash outflows and the extension of any lease terms. These estimates are subject to uncertainty due to variability in future costs and potential changes in legal or regulatory requirements relating to property dilapidations.

The settlement of the provision is expected to occur at the conclusion of each lease, which ranges between 1 to 5 years from the reporting date.

Page 25

 
Dept Personalised Content Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

21.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



100,000 (2024 - 100,000) Ordinary shares of £0.001 each
100
100



22.


Reserves

Profit and loss account

The profit and loss account represents the cumulative profits or losses net of dividends paid.


23.


Share-based payments

The Company grants loyalty bonuses to qualifying employees. These loyalty bonuses are cash-settled share-based payments and will be settled in cash on the earlier of 31 December 2027 or six months following the completion of an exit.

The loyalty bonus is conditional upon continued employment of the participating employees and includes a market  condition linked to the achievement of a targeted share price of EUR 18.89 per share. The liability for the loyalty bonus is measured at fair value at the end of each reporting period until settlement, with changes in fair value being recognised in the statement of profit or loss. The fair value of the loyalty bonus is determined using an asset-or-nothing option model, which incorporates the market condition related to the targeted share price and reflects the expected time to settlement based on the vesting period.

As at 31 December 2025, 5 (
2024: nil) employees participated in the loyalty bonus arrangement and the number of shares underlying the arrangement amounted to 18,057 shares (2024: nil). The fair value of the liability recognised in respect of the arrangement amounted to £26,802 as at 31 December 2025. 


24.


Contingent liabilities

There is a fixed and floating charge over the assets of the company in respect of a senior facilities agreement of EUR 185,000,000 (2024: EUR 185,000,000) held by a foreign parent entity, Digital Agency Holding BV. The company is one of six UK-based group companies acting as chargor in the agreement.


25.


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 £228,145 (
2024: £243,335). Contributions totalling £57,780
(2024: £50,021) were payable to the fund at the reporting date and are included in creditors.

Page 26

 
Dept Personalised Content Limited
 
 
 
Notes to the Financial Statements
For the year ended 31 December 2025

26.


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
901,752
929,618

Later than 1 year and not later than 5 years
388,305
1,271,684

1,290,057
2,201,302


27.


Controlling party

The immediate parent undertaking is Dept Personalised Content Group Limited, a company registered in England and Wales, company number 11937482.

The smallest group for which consolidated accounts are prepared is Digital Agency Subholding B.V., a company
registered in The Netherlands at Generaal Vetterstraat 66, 1059 BW, Amsterdam, The Netherlands. The largest group for which consolidated accounts are prepared is Digital Agency Holding B.V., a company registered in The Netherlands at the same address as above.

Consolidated accounts are available from the registered offices listed above.

The Carlyle Group Inc. is the ultimate parent undertaking (NASDAQ: CG).

 
Page 27