REGISTERED NUMBER: 12354928 (England and Wales)

ADVERTISING WEEK EUROPE LTD

AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD

1ST JANUARY 2023 TO 30TH DECEMBER 2023

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr L Pillersdorf

Mr D Doft

Ms K Elder

REGISTERED OFFICE:

Second Floor

34 Lime Street

London

EC3M 7AT

REGISTERED NUMBER:

12354928 (England and Wales)

SENIOR STATUTORY AUDITOR:

Steven Davies

AUDITORS:

Carston ETL

Chartered Accountants

Second Floor

34 Lime Street

London

EC3M 7AT

CURRENT ASSETS

Debtors

4

357,773

70,218

Prepayments and accrued income

-

82

Cash at bank

181,651

-

539,424

70,300

CREDITORS

Amounts falling due within one year

5

1,827,707

462,601

NET CURRENT LIABILITIES

(1,288,283

)

(392,301

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,288,283

)

(392,301

)

CAPITAL AND RESERVES

Called up share capital

6

1

1

Retained earnings

(1,288,284

)

(392,302

)

SHAREHOLDERS' FUNDS

(1,288,283

)

(392,301

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 10th September 2025 and were signed on its behalf by:

Ms K Elder - Director

1.	STATUTORY INFORMATION

Advertising Week Europe Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The financial statements are presented in Pound Sterling (£) which is the functional currency of the company and rounded to the nearest £.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all periods presented unless otherwise stated.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The company incurred a net loss of £895,982 in the period ended 30 December 2023 and, as at that date, the company's liabilities exceeded its total assets by £1,288,283.

At 30 December 2023, the company owed £1,749,128 to its parent company, Emerald X LLC, a company registered in the United States. The company is heavily reliant on the support from its parent company and will continue to need that support in order to be able to continue to trade.

The financial statements have been prepared on a going concern basis. In forming this assessment, the directors have considered all available information about the future, the company's financial position, and the principal risks and uncertainties it faces. The directors have not prepared detailed cash flow and profit and loss forecasts for the 12 months from the date of approval of these accounts.

The directors note that the parent company, Emerald X LLC, has given written confirmation that they will continue to support the company for the foreseeable future, a period which is not less than 12 months from the date of the signing of the financial statements. As the directors have not prepared detailed cash flow and profit and loss forecasts for the 12 months from the date of approval of these accounts, there are no estimates available as to the level of funding that may be required.

Subsequent to the reporting date, in December 2024 and June 2025, the company issued 2 new ordinary shares for a total consideration of £58 million. The shares were fully subscribed by the company's parent company. The directors note that the proceeds from these two shares issues have been used to fund the acquisition of new companies within the United Kingdom.

On the basis of this review, and having made appropriate enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.

The directors consider there to be a material uncertainty in relation to going concern as there is no accurate forecast of the funding that may be required by the parent company. Whilst the parent company has confirmed in writing that it will continue to support the company for the foreseeable future, a period which is not less than 12 months from the date of the signing of the financial statements, this intention is not legally binding and the uncertainty therefore remains.

Significant judgements and estimates

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Accounting estimates and assumptions

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year are addressed below.

Impairment of debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

Turnover

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

Financial instruments

Derivative financial instruments are initially measured at fair value on the date on which the derivative contract is entered into and are subsequently measured at fair value through profit or loss. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter at amortised cost using the effective interest method less impairment losses for bad and doubtful debts except where the effect of discount would be immaterial. In such cases the debtors are stated at cost less impairment losses for bad and doubtful debts. Trade and other debtors due less than 1 year ar stated at cost.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter at amortised cost using the effective interest method, unless the effect of discount would be immaterial. In such cases they are stated at cost.

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 7 (2022 - 7 ) .

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Trade debtors

357,546

-

Other debtors

227

70,218

357,773

70,218

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Trade creditors

10,859

1,027

Amounts owed to group undertakings

1,749,128

384,370

Taxation and social security

43,055

-

Other creditors

24,665

77,204

1,827,707

462,601

6.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2023

2022

value:

£

£

1

Ordinary

£1

1

1

7.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

Material uncertainty related to Going Concern

We draw your attention to Note 2 in the financial statements, which indicates that the company incurred a net loss of £895,982 in the period ended 30 December 2023 and, as at that date, the company's liabilities exceeded its total assets by £1,288,283.

At 30 December 2023, the company owed £1,749,128 to its parent company, Emerald X LLC, a company registered in the US. The company is heavily reliant on the support from its parent company and will continue to need that support in order to be able to continue to trade. The parent company has given written confirmation that they will continue to support the company for the foreseeable future, a period which is not less than 12 months from the date of the signing of the financial statements. The directors have not prepared detailed cash flow and profit and loss forecasts, so there are no estimates available as to the level of funding that may be required. The intention for the parent to financially support the company is not legally binding.

The events and conditions stated in Note 2 indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

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.

The Report of the Auditors was unqualified.

Steven Davies (Senior Statutory Auditor)

for and on behalf of Carston ETL

8.	RELATED PARTY DISCLOSURES

The immediate parent company of Advertising Week Europe Limited is Emerald X LLC, a company registered in the United States.

During the year, Emerald X LLC paid expenses in the aggregate amount of £2,697,809 and collected income in the aggregate amount of £1,333,052 on behalf of Advertising Week Europe Limited.

At the balance sheet date, the net amount due to Emerald X LLC was £1,749,128 (2022:- £384,370). This balance is interest free, repayable on demand with no repayment terms.

9.	POST BALANCE SHEET EVENTS

In December 2024 and June 2025, the company issued 2 new ordinary shares to its parent company for a total consideration of £58m. The proceeds were utilised to fund the acquisition of new businesses within the United Kingdom.

These transactions took place after the reporting date and are non-adjusting events as defined in Section 32 of FRS 102, Events after the End of the Reporting Period. Consequently, the financial statements for the period ended 30 December 2023 have not been adjusted to reflect these transactions.

10.	ULTIMATE CONTROLLING PARTY

The immediate parent company of Advertising Week Europe Limited is Emerald X, LLC, a company registered in the US. The ultimate parent company is Onex Partners III LP and Affiliates.