The directors present the strategic report for the period ended 31 December 2024.
The principal activity of the group is the organisation, management, and delivery of conferences and events through its trading subsidiaries.
Turnmill Limited acts as a holding company, providing strategic oversight and administrative support to the group.
For the period ended 31 December 2024, the group achieved turnover of £9.05 million and gross margin of £5.9 million, representing a gross margin percentage of 65%. These results reflect both organic activity and the impact of strategic acquisitions made during the year. When considering our post year end acquisitions and the impact of completed M&A on a full year basis, our proforma revenues are approximately £15m.
During the year, the Group completed three acquisitions:
Global Banking & Markets Ltd, a market-leading business specialising in capital markets conferences across Emerging Markets, particularly within the Banking & Capital markets sector;
Completely Events Ltd (rebranded as GRO Ltd in 2025), a UK-based organiser of large-scale conferences serving the Retail Property industry;
Dealmakers Forums LLC, a New York-based organiser of high-value events focused on Intellectual Property and Litigation Finance.
In June 2025, following the period end, the Group further expanded with the acquisition of iGlobal Forums LLC, a US conference organiser specialising in the Real Estate Private Equity and Independent Financial Sponsors sectors. This acquisition continues the Group’s strategy of acquiring strong brands with established market positions.
Our strategy is to expand the Group event portfolio and geographic footprint within the broader Global Financial & Professional Services market, both organically and via the acquisition of similar and high quality businesses. Our focus is on building a portfolio of large-scale, marketplace events that deliver a high return on investment for clients.
As an events business, our people are at the core of everything we do—from the delivery of outstanding conferences to the development of lasting relationships with our customers and the creation of a dynamic and positive working culture. Turnmill now employs staff in seven countries, with its head office in London, and is committed to building a unified culture that spans all business units and geographies.
Across all acquired businesses, Turnmill’s aim is to enhance scale and quality by introducing high-value features such as 1-2-1 concierge meetings—a proven success in its Global Banking & Markets platform. The group continues to target businesses with high-quality content and defensible market positions in niche verticals, where there is scope for both operational leverage and commercial innovation.
Turnmill’s future strategy will focus on delivering organic growth across all platforms while continuing to identify further market-leading acquisition opportunities in the UK, US, and other priority markets.
The group faces a range of risks and uncertainties that could have a material impact on its performance, financial position, or prospects. The principal risks include operational, financial, regulatory, and market-related factors. The directors regularly assess these risks and have implemented internal controls and procedures to mitigate their potential impact where possible.
Key risks include fluctuations in demand, cost inflation, supplier dependency, geographical risks associated with operating across multiple countries, and changes in customer preferences. The group actively monitors its financial performance and operating environment and remains committed to maintaining a flexible and resilient business model.
The directors consider that turnover, gross profit, gross margin and EBITDA are the key performance financial indicators.
During the year the group made a loss before tax of £7,462,053.
The financial statements have been prepared on a going concern basis, reflecting the directors' view that the company will be able to meet its liabilities as they fall due for at least 12 months from the date of signing these financial statements.
Based on this assessment, the directors consider that the company has adequate resources to operate for the foreseeable future, and as such, have adopted the going concern basis for preparing these financial statements.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 December 2024.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
The loss for the year, after taxation, amounted to £7,064,796.
Dividends paid during the year amounted to £20k. No final dividends are proposed.
There have been no significant events affecting the company since the year end.
Moore Kingston Smith LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006.
We have audited the financial statements of Turnmill Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2024 which comprise the Group Profit And Loss Account, the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including 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).
Basis for 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 group's and parent 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Strategic Report and the Directors' Report for the financial period 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.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud
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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £162,010.
Turnmill Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 32-38 Saffron Hill, London, England, EC1N 8FH.
The group consists of Turnmill Topco Limited and all of its subsidiaries.
The company was incorporated on 30 January 2024. Therefore, the company and the group's financial statements are presented for the period from incorporation to 31 December 2024.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Turnmill Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
The Group has made a loss of £7.06million over the 11 month period and had net liabilities of £5.7million and a cash reserve of £1.8million as at 31 December 2024. The underlying annual trade is profitable with an EBITDA of £803k. At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
A detailed cash flow forecast has been prepared covering a period of at least 12 months from the date of approval of the financial statements and up to FY2029. The forecast indicates that the group will continue to trade and generate positive cash balances. The group also has access to a revolving credit facility of £1m that has not been drawn down at year end. The business is trading in line with expectations and revenue is diversified and not reliant on any single customer or supplier.
The directors are confident that the group and company will have sufficient funds and will be able to settle all of its liabilities, as they fall due, for at least 12 months from the date of signing of these financial statements and it is therefore appropriate that the financial statements have been prepared on a going concern basis.
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
Revenue from ticket sales, award fees, and sponsorship arrangements is recognised when the related event has taken place and the company has fulfilled its performance obligations. Where events span more than one reporting period, revenue is recognised on a time-apportioned basis over the duration of the event. Any payments received in advance of the event date are deferred and recognised as income only when the event occurs.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the period.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. Goodwill impairment reviews are also performed annually. These reviews require an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value. See note 10 for the carrying amount of the intangible assets and notes 1.7 for the useful economic lives for each class of asset.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The actual (credit)/charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 December 2024 are as follows:
Registered office addresses (all UK unless otherwise indicated):
All of the above subsidiaries have been included within the consolidated results however Turnmill Holdco Limited, Turnmill Midco Limited and GRO Events Ltd were exempt from an audit by virtue of s479A of Companies Act 2006.
As at 31 December 2024, the Group had drawn down on three components of its loan facility with HSBC UK Bank plc:
Facility A: £2,400,000 (amortising loan maturing five years from the Closing Date)
Facility B: £5,600,000 (bullet repayment due six years from the Closing Date)
Acquisition/Capex Facility: £4,077,141 (including a USD $3m drawdown and £1.7 million GBP drawdown, with repayments commencing 42 months after drawdown)
The margin rates were 4.25% for Facility A and 4.75% for Facility B and the Acquisition/Capex Facility. Interest is calculated based on a floating rate comprising SONIA plus the applicable margin.
Repayments: |
|
| £000 |
Within one year | 240 |
Between one to two years | 360 |
Between two to five years | 960 |
More than five years | 9,932 |
Total | 11,492 |
The remaining facility under the agreement (Revolving Credit Facility) was undrawn at the balance sheet date.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. The amount outstanding is £61,138
On 19 February 2024, the company issued the following shares:
795,461 Ordinary A shares of £0.01 each for a total consideration of £795,461.
204,539 Ordinary B shares of £0.01 each for total consideration of £204,539.
221,136 Ordinary C shares of £0.01 each for total consideration of £221,136.
5,754,539 A Preference shares of £1 each for total consideration of £5,754,539.
6,223,780 B Preference shares of £1 each for total consideration of £6,223,780.
The above transactions gave rise to an aggregate total share premium of £1,332,760.
Ordinary A and Ordinary B and Ordinary C shareholders are entitled to full voting rights. The entitlement of dividend income is as determined by the company amongst the holders of ordinary shares. A Preference shareholders and B Preference shareholders have no voting rights but have an automatic right to distribution but the company may determine with respect to any ordinary share to distribute dividends.
The group and company has issued preference shares for £11,978,319 in the period. The preference shares accrue a fixed cumulative preferential dividend at an annual rate of 12% compounded per annum which shall accrue daily. Total dividends accrued in the period amounted to £1,248,370 and the total outstanding balance at the period end is £13,226,689. The preference shares are included in long term liabilities.
On 19 February 2024 the group acquired 100% of the issued capital of GB&M Limited.
On 9 May 2024 the group acquired 100% of the issued capital of Completely Events Limited.
On 13 December 2024 the group acquired 80% of the issued capital of Dealmakers Forums LLC.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
On 5 June 2025, the Group completed the acquisition of a US-based company. Management is still finalising the purchase-price allocation and therefore the fair-value amounts of the identifiable assets and liabilities cannot yet be reliably determined. Because the transaction occurred after the balance-sheet date of 31 December 2024, no adjustments have been made to these financial statements.
The remuneration of key management personnel is as follows.
In 2024, the Company provided £520,000 to certain members of management. The loans are repayable on the earlier of an Exit or 78 months from the date of issue and remained outstanding at 31 December 2024.
Horizon Partners LLP and its co-investor hold £8,200,000 of 12% unsecured A Loan Notes. These accrue compound interest at 12% per annum and are repayable on the earlier of an Exit or 78 months from the date of issue. The full amount remained outstanding at 31 December 2024. Horizon is a related party due to its significant shareholding and influence.