The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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

Groups360 (UK) Limited ('the company') is a private company limited by shares incorporated in the United Kingdom and registered England and Wales. The registered office is Mills & Reeve LLP, 7th & 8th Floors, 24 King William Street, London, EC4R 9AT.

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.

The financial statements have been prepared on a going concern basis. The directors have assessed the company’s ability to continue as a going concern and have considered the financial position, forecast cash flows, and available sources of funding.true

The company made a loss of £286,969 in the year ended 29 December 2024 and is in a net liabilities position of £4,457,146. The directors have taken a number of actions to address the net liabilities position, but acknowledge the company is dependent upon the continued financial support of its parent undertaking. The company has provided a letter of support confirming its intention to provide financial assistance for at least 12 months from the date of approval of these financial statements. The letter also confirms that repayment of the intercompany loan of £4,868,970 will not be requested until the company’s working capital and cash position is significantly approved.

The directors note that the parent undertaking’s most recent audited financial statements include an unmodified opinion, but substantial doubt over the company’s ability to continue as a going concern, due to its dependence on ongoing capital investment. While this introduces a degree of uncertainty, the directors have obtained updated assurances from the parent undertaking regarding their future capital investment alongside reviewing its current financial position. Based on this review and the support letter received, the directors are satisfied that the parent has both the intention and capacity to continue providing financial support.

Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis but acknowledge there is a material uncertainty in this regard.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. Revenue is recognised when the service has been provided to the customer.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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 credited or charged to profit or loss.

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

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet 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.

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.

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, including creditors and loans from fellow group companies 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.

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 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.

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.

The average monthly number of persons (including directors) employed by the company during the year was:

Groups360 Singapore Pte. Ltd. ('the Company') is a private limited company incorporated and domiciled in Singapore.

Groups360 (UK) Limited has a 100% shareholding in Groups360 Singapore Pte. Ltd. The original cost of investment was S$100 and the investment is fully impaired as at 29 December 2024.

The registered office and its principal place of business of the company is located at 9 Straits View #06-07, Marina One West Tower, Singapore 018937.

The principal activities of the company are those relating to online reservation and fulfilment services for the meetings and events industry.

The parent company is Groups360 LLC, a company incorporated in the United States. This is the only company to prepare consolidated accounts which include this company. Copies of their financial statements can be obtained from the registered office at 251 Little Falls Drive, Wilmington, New Castle County, Delaware, United States, 19808.

The auditor's report on the financial statements for the year ended 29 December 2024 was unqualified with a material uncertainty in relation to going concern, as follows:

We draw attention to Note 1.2 in the financial statements, which describes the company’s financial position, including a net loss of £286,969 for the year ended 29 December 2024 and net liabilities of £4,457,146 as at that date. As stated in Note 1.2, the related risks and conditions, along with other matters described therein, indicate the existence of a material uncertainty 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.

The audit report was signed on 29 September 2025 by Nicola Coleman BSc(Hons) BFP FCA (Senior Statutory Auditor) for and on behalf of UNW LLP, Statutory Auditor.