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Registered number: 10152012









Dept UK Holding Limited









Annual Report and Financial Statements

For the Year Ended 31 December 2025

 
Dept UK Holding Limited
 
 
Company Information


Directors
F L Schmid 
H T Luu 




Company secretary
F L Schmid



Registered number
10152012



Registered office
9th Floor, Bridgewater House
Whitworth Street

Manchester

M1 6LT




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG





 
Dept UK Holding Limited
 

Contents



Page
Strategic report
 
1 - 3
Directors' report
 
4 - 6
Independent auditors' report
 
7 - 10
Statement of comprehensive income
 
11
Statement of financial position
 
12
Statement of changes in equity
 
13
Notes to the financial statements
 
14 - 29


 
Dept UK Holding Limited
 
 
Strategic Report
For the Year Ended 31 December 2025

Introduction
 
The Directors present their Strategic Report together with the audited financial statements for the year ended 31 December 2025.

Business review
 
During the year Dept UK Holding Ltd maintained its key strategic role as owner and shareholder of its direct and indirect subsidiaries.

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

Profit / (Loss) Before Tax: The Company recorded a loss before tax of £5.8m (2024: profit of £4.0m). This movement was primarily driven by no dividends being received from subsidiary undertakings during the financial year.

Interest Payable and Similar Expenses: £5.6m (2024: £5.8m), representing a slight decrease year-on-year.

Net Assets: Decreased to £43.9m (2024: £50.3m), reflecting the net loss recognised during the year.

Over the course of the next 12 months the Company intends to continue its role as a shareholder for its direct and indirect subsidiaries.

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 UK Holding 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 UK Holding Limited
 

Strategic Report (continued)
For the Year Ended 31 December 2025

Directors' statement of compliance with duty to promote the success of the Company
 
The Directors consider that they have acted, both individually and collectively, in a way that they consider in good faith would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing so, they had regard to the stakeholders and matters set out in Section 172(1)(a) to (f) of the Companies Act 2006. 

As an intermediate holding company within the Digital Agency Subholding B.V. group, the Company’s principal activity is to hold investments in subsidiary undertakings, employ UK-based personnel recharged to group operating entities, provide centralised shared services (e.g. Finance and HR), and manage corporate cost allocations. While the Company has no external clients, it contracts directly with external suppliers for property facilities, IT infrastructure, software, and professional services. Consequently, the Company’s primary stakeholders are its UK workforce, immediate and ultimate parent undertakings, affiliated group entities, external key suppliers, and intra-group debt providers.

Principal Decisions and Long-Term Consequences

The Board's decisions during the financial year focused on capital management, investment performance oversight, and maintaining corporate governance structures. When making strategic decisions—such as the decision not to declare a dividend to the parent company and instead retain all profits, the Directors considered the long-term impact on the financial position of both the Company and the wider Group, ensuring capital adequacy was protected.

Stakeholder Engagement

- Employees: As a direct UK employer for recharged staff and central operational teams (Finance and HR), the Board   actively prioritises workforce welfare. Engagement occurs through regular group-wide communications, performance  reviews, and health and wellbeing initiatives.

- Subsidiaries: The company promotes the success of its subsidiaries by monitoring their operational performance,    providing required capital structures, and ensuring appropriate governance is maintained across downstream entities.

- Shareholders & Group Lenders: The Directors engage directly with the ultimate parent company by aligning local    operations with group strategy, and maintaining transparent financial reporting.

- Group Operating Entities: The Company supports downstream UK trading entities by delivering central shared    services (Finance and HR) and ensuring transparent pass-through of global, local and EMEA holding charges.

Business Conduct and Fair Treatment

The Directors are committed to maintaining high standards of corporate governance and business conduct. The Company relies on established Group-wide policies regarding anti-bribery, whistleblowing, and legal compliance. As the Company has a single corporate shareholder, the requirement to act fairly between different members of the Company was inherently satisfied during the period.


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



H T Luu
Director

Date: 23 September 2026

Page 3

 
Dept UK Holding 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;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙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 loss for the year, after taxation, amounted to £6,428,430 (2024 -profit £4,764,371).

A dividend of £nil (2024: £1,457,153) was paid during the year. The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

F L Schmid 
H T Luu 

Page 4

 
Dept UK Holding Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 December 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company is required to make the following disclosures under the Streamlined Energy and Carbon Reporting requirements because, as the parent undertaking of a large group, it does not qualify as a small or medium-sized company for reporting purposes.

The Company prepares standalone financial statements and this disclosure therefore relates to the energy consumption and greenhouse gas emissions for which the Company is responsible. It does not include the energy consumption or emissions of the Company’s subsidiary undertakings.

The Company is the lessee of a UK office occupied by employees working within the group. The energy consumption and emissions associated with that office are therefore included within the Company’s reporting boundary.

Quantification and Reporting Methodology

Energy consumption and greenhouse gas emissions have been calculated in accordance with the GHG Protocol Corporate Accounting and Reporting Standard, using the UK Government’s 2025 greenhouse gas conversion factors.

Scope 2 emissions have been calculated using the location-based method. Electricity consumption has been determined from supplier invoices and other consumption information relating to the UK office for which the Company is contractually responsible.

The disclosure does not include the energy consumption or emissions of subsidiary undertakings because the Company is preparing a standalone Directors’ Report rather than a group Directors’ Report.

UK energy use and greenhoause gas emissions

The company's greenhouse gas emissions and energy consumption are as follows:

Energy consumption
2025 (kWh)
Natural gas
0
Purchased electricity
197,855
Transport (fleet diesel)
0
Total
197,855

Greenhouse gas emissions (tCO2e)

Scope
2025
Scope 1 (direct)
0
Scope 2 (indirect)
35.02
Total
35.02


Intensity Ratio

0.223 tCO2 per employee (2025: 157 FTE). 

The intensity ratio has been calculated using 157 operational full-time equivalent employees occupying the UK office. This measure has been selected because office occupancy is considered to be the principal driver of the Company’s reported energy consumption. The operational FTE measure includes relevant employees of group undertakings who occupy the office, notwithstanding that they are not necessarily employed directly by the Company.
 
Page 5

 
Dept UK Holding Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 December 2025


Energy efficiency measures

No specific energy-efficiency measures were undertaken by the Company during the year. The Company continues to monitor the energy consumption of its UK office and will consider appropriate energy-efficiency measures as part of the wider group’s environmental strategy.

The wider group’s climate targets have been approved by the Science Based Targets initiative. The group has also developed a Climate Action Plan setting out actions across areas including business travel, office accommodation and information technology. These wider group initiatives fall outside the reporting boundary of the Company’s statutory SECR data above.

The Climate Action Plan sets out a structured roadmap that defines how we intend to move from where we are today to where our SBTi commitments require us to be by 2030 and beyond. As part of this plan, we created dedicated teams responsible for developing short-, medium-, and long-term action plans to achieve our SBTi targets across key areas, including business travel, housing, and IT.

We are also a Climate Label Certified company, meaning that we measure our emissions, set climate targets, and have a climate transition plan in place to reduce our emissions. In 2025, we took several actions on our wider group's path to Net Zero. We invested in energy-efficiency projects, including dimmers and LED lighting, in our Buenos Aires, Aarhus, and Hamburg offices. These initiatives are expected to reduce our emissions by approximately 6 tonnes of CO2.

In 2026, we will continue investing in energy-efficiency projects in our Manchester, Toronto, Amsterdam, and Split offices, with an expected emissions reduction of approximately 5.6 tonnes of CO2. 

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.

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 6

 
Dept UK Holding Limited
 
 
 
Independent Auditors' Report to the Members of Dept UK Holding Limited
 

Opinion


We have audited the financial statements of Dept UK Holding Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, 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 loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 7

 
Dept UK Holding Limited
 
 
 
Independent Auditors' Report to the Members of Dept UK Holding 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 8

 
Dept UK Holding Limited
 
 
 
Independent Auditors' Report to the Members of Dept UK Holding 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 9

 
Dept UK Holding Limited
 
 
 
Independent Auditors' Report to the Members of Dept UK Holding 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 10

 
Dept UK Holding Limited
 
 
Statement of Comprehensive Income
For the Year Ended 31 December 2025

2025
2024
Note
£
£

  

Administrative expenses
  
(8,207,263)
(6,901,331)

Other operating income
 4 
8,055,029
6,089,037

Operating loss
 5 
(152,234)
(812,294)

Income from shares in group undertakings
  
-
10,653,277

Interest payable and similar expenses
 9 
(5,628,391)
(5,814,019)

(Loss)/profit before tax
  
(5,780,625)
4,026,964

Tax on (loss)/profit
 10 
(647,805)
737,407

(Loss)/profit for the financial year
  
(6,428,430)
4,764,371

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

The notes on pages 14 to 29 form part of these financial statements.

Page 11

 
Dept UK Holding Limited
Registered number: 10152012

Statement of Financial Position
As at 31 December 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 12 
197,544
87,127

Investments
 13 
102,125,314
102,125,314

  
102,322,858
102,212,441

Current assets
  

Debtors: amounts falling due within one year
 14 
3,058,181
3,148,666

Cash at bank and in hand
 15 
281,636
1,025,142

  
3,339,817
4,173,808

Creditors: amounts falling due within one year
 16 
(10,057,739)
(4,391,147)

Net current liabilities
  
 
 
(6,717,922)
 
 
(217,339)

Total assets less current liabilities
  
95,604,936
101,995,102

Creditors: amounts falling due after more than one year
 17 
(51,675,110)
(51,675,110)

Provisions for liabilities
  

Other provisions
 19 
(38,264)
-

Net assets
  
43,891,562
50,319,992


Capital and reserves
  

Called up share capital 
 20 
890,588
890,588

Share premium account
 21 
11,413,854
11,413,854

Capital redemption reserve
 21 
109,412
109,412

Capital contribution reserve
 21 
11,620,571
11,620,571

Profit and loss account
 21 
19,857,137
26,285,567

  
43,891,562
50,319,992


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 14 to 29 form part of these financial statements.

Page 12

 
Dept UK Holding Limited
 

Statement of Changes in Equity
For the Year Ended 31 December 2025


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

£
£
£
£
£
£


At 1 January 2024
890,588
11,413,854
109,412
-
22,978,349
35,392,203


Comprehensive income for the year

Profit for the year
-
-
-
-
4,764,371
4,764,371
Total comprehensive income for the year
-
-
-
-
4,764,371
4,764,371


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
-
(1,457,153)
(1,457,153)

Debt restructure
-
-
-
11,620,571
-
11,620,571



At 1 January 2025
890,588
11,413,854
109,412
11,620,571
26,285,567
50,319,992


Comprehensive income for the year

Loss for the year
-
-
-
-
(6,428,430)
(6,428,430)
Total comprehensive income for the year
-
-
-
-
(6,428,430)
(6,428,430)


At 31 December 2025
890,588
11,413,854
109,412
11,620,571
19,857,137
43,891,562


The notes on pages 14 to 29 form part of these financial statements.

Page 13

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

1.


General information

Dept UK Holding Limited is a private company limited by shares, incorporated in England and Wales.  The address of the registered office is 9th Floor, Bridgewater House, Whitworth Street, Manchester, M1 6LT.  The nature of the Company's operations is that of a holding company, management company and shared service centre.

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, NL-1059BW, Amsterdam, The Netherlands.

  
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 its parent undertaking established under the law of a non-UK state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

 
2.4

Going concern

The company 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 14

 
Dept UK Holding 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 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 Comprehensive Income within 'finance income or costs'. 

 
2.6

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.

 
2.7

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.

 
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.

Page 15

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)

 
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.

 
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.


Page 16

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)

 
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:

Leasehold improvements
-
20%
straight-line
Fixtures and fittings
-
20%
straight-line
Office equipment
-
20%
straight-line

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.

 
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.

Page 17

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

2.Accounting policies (continued)

 
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.
 
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
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 significant judgements and estimates. The items in the financial statements where the judgements and estimates have been made include:

Provision for impairment loss on investments in subsidiaries

Management assess at each reporting date whether there is an indication that the investment in its subsidiaries of £102,125,314 (2024: £102,125,314) is impaired.  If any such indication exists, management shall estimate the recoverable amount of the asset and any impairment loss shall be recognised immediately in the profit or loss.

Page 18

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

4.


Other operating income

2025
2024
£
£

Management charge income
8,055,029
6,089,037



5.


Operating loss

The operating loss is stated after charging:

2025
2024
£
£

Exchange differences
(262,244)
(272,943)

Other operating lease rentals
341,964
334,290

Share-based payment
203
-


6.


Auditors' remuneration

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


2025
2024
£
£

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

The auditing of accounts of the Company
12,725
12,700

Taxation compliance services
1,030
1,000

All taxation advisory services not included above
11,695
15,700

All non-audit services not included above
1,950
1,750

Page 19

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

7.


Employees

Staff costs were as follows:


2025
2024
£
£

Wages and salaries
815,461
716,049

Social security costs
108,189
89,049

Cost of defined contribution scheme
21,775
17,435

945,425
822,533


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


        2025
        2024
            No.
            No.







Staff
16
13



Directors
2
2

18
15


8.


Directors' remuneration

The statutory directors have not been paid through the company in the current or prior year.





9.


Interest payable and similar expenses

2025
2024
£
£


Loans from group undertakings
5,628,391
5,814,019

Page 20

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

10.


Taxation


2025
2024
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
(59,216)
(737,407)

Adjustments in respect of previous periods
707,021
-

Total deferred tax
647,805
(737,407)


Tax on (loss)/profit
647,805
(737,407)

Factors affecting tax charge for the year

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

2025
2024
£
£


(Loss)/profit on ordinary activities before tax
(5,780,625)
4,026,964


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 -25%)
(1,445,156)
1,006,741

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,020
49,003

Capital allowances for year in excess of depreciation
-
9,140

Reactivation of prior year disallowed corporate interest restriction
-
(138,955)

Adjustments to tax charge in respect of prior periods
707,021
-

Dividends from UK companies
-
(2,663,319)

Other differences leading to an increase (decrease) in the tax charge
-
125

Group relief
1,384,920
999,858

Total tax charge/(credit) for the year
647,805
(737,407)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 21

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

11.


Dividends

2025
2024
£
£


Dividends paid to parent company
-
1,457,153


12.


Tangible fixed assets


Leasehold improvements
Fixtures and fittings
Office equipment
Total

£
£
£
£



Cost 


At 1 January 2025
784,283
26,157
297,671
1,108,111


Additions
10,000
-
177,722
187,722



At 31 December 2025

794,283
26,157
475,393
1,295,833



Depreciation


At 1 January 2025
727,717
8,283
284,984
1,020,984


Charge for the year
28,440
5,231
43,634
77,305



At 31 December 2025

756,157
13,514
328,618
1,098,289



Net book value



At 31 December 2025
38,126
12,643
146,775
197,544



At 31 December 2024
56,566
17,874
12,687
87,127


13.


Fixed asset investments





Investments in subsidiary companies

£



Cost 


At 1 January 2025
102,125,314



At 31 December 2025
102,125,314




Page 22

 
Dept UK Holding 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

Dept Design & Technology Ltd
9th Floor, Bridgewater House, Whitworth St, Manchester, M1 6LT
Ordinary
100%
Dept Experience Design Ltd (dormant subsidiary
dissolved 11 February 2025)
9th Floor, Bridgewater House, Whitworth St, Manchester, M1 6LT
Ordinary
100%
Dept Design & Technology LLC (indirect subsidiary)
4600 140th Avenue N, Clearwater, FL, 33762
Ordinary
100%
Dept Design & Technology Spain SL (indirect subsidiary)
Calle Poetisa Maria Zambrano, 50018 Zaragoza, Spain
Ordinary
100%
Dept Marketing Technology Limited
Floor 9 & 10, Featherstone Building, 66 City Road, London, UK, EC1Y 2AL
Ordinary
100%
Dept Marketing Technology London Limited (indirect subsidiary)
Floor 9 & 10, Featherstone Building, 66 City Road, London, UK, EC1Y 2AL
Ordinary
100%
Dept Personalised Content Group Limited
Floor 9 & 10, Featherstone Building, 66 City Road, London, UK, EC1Y 2AL
Ordinary
100%
Dept Personalised Content Limited (indirect subsidiary)
Floor 9 & 10, Featherstone Building, 66 City Road, London, UK, EC1Y 2AL
Ordinary
100%
Dept Personalised Content, Inc. (indirect subsidiary)
2711 Centerville Road, Suite 400, Wilmington, New Castle, 19808
 Ordinary
100%
Dept Personalised Content Canada Limited (indirect subsidiary)
1400-510 Burrard Street, Vancouver BC, V6C 3A8, Canada
 Ordinary
100%
Dept Personalised Content GmbH (indirect subsidiary)
 Greifswalder Straße 212-213, Berlin, 10405, DE
 Ordinary
100%
Dept Personalised Content SAS (indirect subsidiary)
 43 Rue De Liege 75008 Paris
 Ordinary
100%

Page 23

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

14.


Debtors

2025
2024
£
£


Amounts owed by group undertakings
2,551,815
2,207,122

Other debtors
40,378
31,357

Prepayments and accrued income
420,532
216,926

Deferred taxation
45,456
693,261

3,058,181
3,148,666


Amounts owed by group undertakings are unsecured and repayable on demand. Interest is calculated at the monthly floating rate plus 2.75%.


15.


Cash

2025
2024
£
£

Cash at bank and in hand
281,636
1,025,142



16.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
214,335
260,327

Amounts owed to group undertakings
8,345,809
3,248,780

Other taxation and social security
661,074
472,680

Other creditors
37,822
32,266

Accruals and deferred income
798,699
377,094

10,057,739
4,391,147


Within the amounts owed to group undertakings includes an unsecured loan of £7,255,326 (2024: £nil) due to Digital Agency Subholding B.V. The loan bears interest at the 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 £321,590 (
2024: £nil). See note 22 for further details.

Page 24

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

17.


Creditors: Amounts falling due after more than one year

2025
2024
£
£

Amounts owed to group undertakings
51,675,110
51,675,110


Intragroup loan agreements were entered into with Digital Agency Subholding B.V. to fund the acquisitions of Byte, Feed and ShopTalk, together with the associated earn-out consideration on these acquisitions.

The Byte consideration loan of £25,238,404 was entered into on 8 December 2021.  The loan and all other amounts accrued and unpaid under this agreement will be repaid in full on the final maturity date of 31 March 2028.  The loan will bear interest at a rate of SONIA + 6.86%.

The Feed consideration loan of £13,474,427 was entered into on 16 February 2022. An amount of £4,510,313 was repaid on 1 December 2022. The remainder of the loan and all other amounts accrued and unpaid under this agreement will be repaid in full on the final maturity date of 31 March 2028.  The loan will bear interest at a rate of SONIA + 6.05%.

The ShopTalk consideration loan of £1,918,743 was entered into on 30 September 2022.  The loan and all other amounts accrued and unpaid under this agreement will be repaid in full on the final maturity date of 31 March 2028.  The loan will bear interest at a rate of SONIA + 5.35%.

The Feed 1st earn-out consideration loan of £4,612,510 was entered into on 30 September 2022.  The loan and all other amounts accrued and unpaid under this agreement will be repaid in full on the final maturity date of 31 March 2028.  The loan will bear interest at a rate of SONIA + 6.10%.

The Feed 2nd earn-out consideration loan of £10,098,864 was entered into on 19 September 2023.  The loan and all other amounts accrued and unpaid under this agreement will be repaid in full on the final maturity date of 31 March 2028. The loan will bear interest at a rate of SONIA + 4.97%.

The Shoptalk deferred payment loan of £842,476 was entered into on 1 December 2023.  The loan and all other amounts accrued and unpaid under this agreement will be repaid in full on the final maturity date of 31 March 2028.  The loan will bear interest at a rate of SONIA + 4.97%.

These loans are unsecured.

Page 25

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

18.


Deferred taxation




2025
2024


£

£






At beginning of year
693,261
(44,146)


(Charged)/credited to profit or loss
(647,805)
737,407



At end of year
45,456
693,261

The deferred tax asset is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(48,136)
(21,782)

Tax losses carried forward
-
706,946

Other timing differences
93,592
8,097

45,456
693,261


19.


Provisions




Dilapidation provision

£





Charged to profit or loss
38,264



At 31 December 2025
38,264

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 26

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

20.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



890,588 (2024 -890,588) Ordinary shares of £1.00 each
890,588
890,588



21.


Reserves

Share premium account

The share premium account includes the premium on issue of equity shares, net of any issue costs.  It also includes a further £9,013,854 in relation to debt restructuring during 2020 whereby the acquisition of the company by Heisenberg UK Bidco Limited included a debt for equity swap.

Capital redemption reserve

The capital redemption reserve consists of the nominal value of shares that have been acquired by the company and cancelled.

Capital contribution reserve

The capital contribution reserve has arisen from the waiver of an intercompany loan payable to the immediate parent undertaking, treated as a capital contribution and recognised directly in equity in accordance with the substance of the transaction.

Profit and loss account

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

Page 27

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

22.


Share-based payments

The Company grants both loyalty bonuses and share appreciation rights (SARs) to qualifying employees. 

The SARs granted will be settled in cash. The SARs do not have a strike price and carry the same rights and conditions as equity instruments (other than voting rights). The liability for the share appreciation rights is measured, initially and at the end of each reporting period until settled, at the fair value of the share appreciation rights. As the SARs will be settled for the same value as the price per share of the equity instruments upon the exit of the Group’s main shareholder, the fair value of the SARs is determined with reference to recent external transactions of the Group’s shares, if no such transactions occurred within a reasonable timeframe of the reporting date, the fair value of the SARs is based on the fair value of the underlying shares.

The SARs do not have any vesting conditions and were granted in exchange for shares of equal value. The share 
appreciation rights will become payable immediately upon the exit of the main shareholder or if one of the holders leaves the employment of DEPT® and/or stops their service agreement with DEPT® in accordance with leaver clauses as defined in the SAR agreement.

The fair value of the liability recognised in respect of the SARs amounted to £145,554 as at 31 December 2025. 

The 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, 7 (
2024: nil) employees participated in the loyalty bonus arrangement and the number of
shares underlying the arrangement amounted to 120,024 shares (
2024: nil). The fair value of the liability recognised
in respect of the arrangement amounted to £176,036 as at 31 December 2025. 


23.


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 B.V. The company is one of three UK-based group companies acting as chargor in the agreement.


24.


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 £21,775 (2024: £17,435). Contributions totalling £37,372 (2024: £32,086) were payable to the fund at the reporting date and are included in creditors.

Page 28

 
Dept UK Holding Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2025

25.


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
341,964
334,290

Later than 1 year and not later than 5 years
672,417
1,002,870

1,014,381
1,337,160


26.


Controlling party

The immediate parent undertaking is Heisenberg UK Bidco Limited, a company registered in England, company number 12503141.

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, NL-1059BW, 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 29