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Registered number: 08124893
TOUCHTUNES UK LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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TOUCHTUNES UK LTD
CONTENTS
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Notes to the financial statements
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TOUCHTUNES UK LTD
COMPANY INFORMATION
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Vistra Company Secretaries Limited
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Blick Rothenberg Audit LLP
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Chartered Accountants & Statutory Auditor
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TOUCHTUNES UK LTD
BALANCE SHEET
AS AT 31 DECEMBER 2025
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 October 2026.
The notes on pages 3 to 15 form part of these financial statements.
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TOUCHTUNES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
TouchTunes UK Ltd is a private company limited by shares incorporated in England and Wales. The address of its registered office and principal place of business is Suite 1, 7th Floor 50 Broadway, London, SW1H 0BL.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
2.Accounting policies
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Basis of preparation of financial statements
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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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).
The company was, at the end of the year, a wholly-owned subsidiary of Touchtunes Music Company, FKA TouchTunes Music Corporation whose registered office address is 730 Third Avenue, 21st Floor, New York, NY 10017. The ultimate parent company, TA TT Parent, LLC, prepares consolidated financial statements, in which the company is included, that are equivalent to UK requirements. In accordance with the exemption given in Section 401 of the Companies Act 2006, the company is not required to produce, and has not published, consolidated accounts.
The following principal accounting policies have been applied:
The company has made a loss of £565,373 (2024: £5,078,535) and has net liabilities of £18,544,927 as at 31 December 2025 (2024: £17,979,554).
The financial statements have been prepared on a going concern basis notwithstanding the fact that the company has a deficit on total equity at the end of the year. The directors consider this basis to be appropriate as the company has received a letter of financial support from its parent company.
The directors have made inquiries of TA TT Parent, LLC, to confirm that it has the liquidity to continue to provide financial support to Touchtunes UK Limited for a minimum period of twelve months from the date of approval of the these accounts. The directors are satisfied that the ultimate controlling party has the financial ability to provide such support and thus continues to adopt the going concern basis of preparation in preparing these accounts.
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TOUCHTUNES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the company has transferred the significant risks and rewards of ownership to the buyer;
∙the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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.
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Operating leases: the company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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Leased assets: the company as lessor
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Where assets leased to a third party give rights approximating to ownership (finance lease), the lessor recognises as a receivable an amount equal to the net investment in the lease i.e. the minimum lease payments receivable under the lease discounted at the interest rate implicit in the lease. This receivable is reduced as the lessee makes capital payments over the term of the lease.
A finance lease gives rise to two types of income: profit or loss equivalent to the profit or loss resulting from outright sale of the asset being leased, at normal selling prices, reflecting any applicable discounts, and finance income over the lease term. Finance income is recognised as part of sale of services in turnover.
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TOUCHTUNES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Defined contribution pension plan
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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:
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.
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TOUCHTUNES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks, consisting of jukeboxes and spare parts, are stated at the lower of cost and net realisable value.
Stocks are reviewed at each year end for impairment, including checks for obsolescence where certain jukebox models or parts are no longer sold or leased after the year end. Any necessary write downs to net realisable value are recognised immediately in profit or loss.
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
The company’s policies for its major classes of financial assets and financial liabilities are set out below.
Financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
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TOUCHTUNES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial liabilities
Financial liabilities and equity instruments are classified based on the substance of their contractual arrangements rather than legal form. An equity instrument is any contract evidencing a residual interest in a company’s assets after deducting all liabilities. Basic financial liabilities (trade payables, loans) are initially measured at transaction price, including transaction costs.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, the liability is measured at the present value of future payments, discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial
Debt instruments are subsequently carried at their amortised cost using the effective interest rate
method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
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.
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TOUCHTUNES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
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Foreign currency translation
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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.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
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TOUCHTUNES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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Provisions for liabilities
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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.
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TOUCHTUNES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In preparing these financial statements, the directors have made judgements, estimations and assumptions that affect the application of the company’s accounting policies and the amounts recognised in the financial statements. These judgements are based on the directors’ best knowledge of current events and actions that the company may undertake in the future. Actual results may differ from these estimates.
The key judgements that have had the most significant effect on the amounts recognised in the financial statements are as follows:
Stock provision
Management exercises judgement in determining the net realisable value of stock, taking into account expected selling prices, condition, and the intended use of each item. Some units are held for sale, but the majority of the items are allocated to leases after the year end, which affects their recoverable value as income is generated over time rather than from an immediate sale. In assessing whether a stock provision is required, the directors consider factors such as expected future selling prices, anticipated lease income where applicable. Stock is written down to the lower of cost and the estimated amount recoverable through sale or leasing.
Debtors provision
Management exercises judgement in assessing the recoverability of trade debtors and other receivables. In determining whether a provision for doubtful debts is required, the directors consider a range of factors including the age of outstanding balances, historical collection experience, known financial difficulties of specific customers, and any post year end cash receipts or credit issues that provide evidence of conditions existing at the reporting date. Where amounts are deemed unlikely to be recovered in full, an appropriate provision is recognised.
Finance lease receivable
Management exercises judgement in determining the value of finance lease receivables arising from jukeboxes placed with customers under lease and operator agreements. The receivable represents the net present value of future lease payments together with any fixed element of the operator agreement, which forms part of the minimum contractual income. Judgement is required in estimating the timing and certainty of these cash flows and in selecting an appropriate discount rate that reflects the time value of money and the risks specific to the leasing arrangements. These assumptions are reviewed at each reporting date, and the receivable is adjusted where changes in expected lease performance, customer credit risk or operator agreement terms indicate that the carrying amount may not be fully recoverable.
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The average monthly number of employees, including directors, during the year was 9 (2024 - 7).
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TOUCHTUNES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Intellectual property rights
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On 29 September 2025, the company reassigned its intellectual property rights pursuant to a Deed of Reassignment.
Amortisation of £97,900 was charged up to the date of transfer. Following the reassignment, the intellectual property asset and the related accumulated amortisation were derecognised from the company's balance sheet, and the company no longer retained ownership of the intellectual property rights.
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TOUCHTUNES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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TOUCHTUNES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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On 31 October 2025, the trade and assets of SoundNet Limited were transferred to the company pursuant to a Business Transfer Agreement as part of an internal group reorganisation.
Following completion of the transfer, the directors reviewed the carrying value of the investment in SoundNet Limited and concluded that the investment no longer had any recoverable value.
Accordingly, an impairment charge of £697,371 was recognised during the year, reducing the carrying value of the investment to nil at 31 December 2025.
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TOUCHTUNES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Due after more than one year
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.
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Allotted, called up and fully paid
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100 (2024 - 100) Ordinary shares of £1.00 each
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TOUCHTUNES UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Profit and loss account
The profit and loss account includes all current and prior period retained profits and losses.
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Commitments under operating leases
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At 31 December 2025 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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The immediate parent undertaking is TouchTunes Music Company, a company incorporated in the United States of America.
The parent undertaking of the smallest group of undertakings for which group financial statements are drawn up is TA TT Parent, LLC. These financial statements are not publicly available.
The ultimate parent undertaking is TA TT Holdings, LLC a company incorporated in the United States of America. Group financial statements are not prepared.
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Related party transactions
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The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are wholly owned part of the group.
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The auditor's report on the financial statements for the year ended 31 December 2025 was unqualified.
The audit report was signed on 16 October 2026 by Mandy Girder (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.
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