Y Festival Ltd.

	Page
Balance Sheet	1
Notes to the Financial Statements	2—5

1. General Information

Y Festival Ltd. is a private company, limited by shares, incorporated in England & Wales, registered number 11178029 . The registered office is 27 Poultry, London, EC2R 8AJ.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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 as applicable to companies subject to the small companies regime. 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 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.

2.2. Going Concern Disclosure

The principal activity of the company is that of an investment holding company and was established as a vehicle through which to hold the shares in the company's associate Primavera Sound, S.L..

On the basis that the directors are confident that this associate is likely to continue in operational existence for the foreseeable future, the directors are of the opinion that Y Festival Ltd is also a going concern.

2.3. Investment Properties

Interests in associates are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

2.4. Financial Instruments

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

Classification of financial liabilities

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.

Basic financial 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.

2.5. Foreign Currencies

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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Y Festival Ltd.

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.6. Taxation

Income 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 profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.7. Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash- generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing fair value, a market approach is used and includes an analysis of comparable companies for their trading and transaction multiples of earnings before interest, taxes, depreciation and amortisation (EBITDA) and estimates the Company’s enterprise value (EV) by applying such multiples to the Company's EBITDA, and adjusting for Company’s cash and debt balances.

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.

2.8. Equity instruments

Equity instruments issued by the company 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 company.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 3 (2023: 3)

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Y Festival Ltd.

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

4. Investments

	Unlisted
	£
Cost
As at 1 January 2024	7,258,408

As at 31 December 2024	7,258,408

Provision
As at 1 January 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	7,258,408

As at 1 January 2024	7,258,408

Fixed asset investments are Investments other than loans

5. Debtors

	2024	2023
	£	£
Due within one year
Amounts owed by group undertakings	15,820	-

6. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Other creditors	4,930,280	4,122,202
Amounts owed to group undertakings	37,564	-

	4,967,844	4,122,202

Creditors due in one year is comprised of accrued preference share dividends payable. In accordance with UK GAAP, where a company has insufficient distributable reserves to pay dividends on shares classed as debt, the company must still account for the dividend. The unpaid dividend can not be paid out in cash until there are sufficient accumulated profits available.

7. Creditors: Amounts Falling Due After More Than One Year

	2024	2023
	£	£
Other creditors	10,604,087	10,433,906

Creditors due in more than one year are entirely comprised of 13,285,000 Preference shares of $1 each. The shares have the right to receive an annual preferential fixed dividend of 7% of the issue price of the shares. On a distribution of assets on a liquidation or return of capital, the surplus assets of the company shall be applied first in paying to each Preference shareholder an amount per share equal to the sum of $1.00 per Preference share plus any arrears of dividend. The Preference shares do not confer any rights of redemption.

8. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	200	200

2,000,000 Ordinary shares of 0.01p each

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Y Festival Ltd.

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

9. Controlling Party

The company is a subsidiary of YAAF III Entertainment Holdings LLC, a Limited Liability Company established in the United States of America.

10. Audit Information

The auditor's report on the accounts of Y Festival Ltd. for the year ended 31 December 2024 was unqualified.

The auditor's report was signed by Lorenzo Mosca (Senior Statutory Auditor) for and on behalf of Saffery LLP - Chartered Accountants , Statutory Auditor.

Saffery LLP - Chartered Accountants

71 Queen Victoria Street

London

EC4V 4BE

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		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Investments	4		7,258,408		7,258,408

			7,258,408		7,258,408
CURRENT ASSETS
Debtors	5	15,820		-
Cash at bank and in hand		3,293		7,827

		19,113		7,827
Creditors: Amounts Falling Due Within One Year	6	(4,967,844 )		(4,122,202 )

NET CURRENT ASSETS (LIABILITIES)			(4,948,731 )		(4,114,375 )

TOTAL ASSETS LESS CURRENT LIABILITIES			2,309,677		3,144,033

Creditors: Amounts Falling Due After More Than One Year	7		(10,604,087 )		(10,433,906 )

NET LIABILITIES			(8,294,410 )		(7,289,873 )

CAPITAL AND RESERVES
Called up share capital	8		200		200
Profit and Loss Account			(8,294,610 )		(7,290,073 )

SHAREHOLDERS' FUNDS			(8,294,410)		(7,289,873)