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.

This Is Gain Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Avalon, 26 - 32 Oxford Road, Bournemouth, Dorset, United Kingdom, BH8 8EZ.

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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements have been prepared on the going concern basis. The directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future.  However, the directors are aware of certain material uncertainties which may cause doubt on the company’s ability to continue as a going concerntrue

The company is a subsidiary of This Is Gain Topco Limited (formerly Sideshow Topco Limited), and has entered into guarantees in relation to group borrowings as detailed in the financial commitment note. In assessing the going concern status of the company the directors have therefore considered the position of the group on 31 March 2025 together with the group results post year end and that budgeted for a period of 12 months from sign of off these accounts.  It is important to note, post year end a strategic internal reorganisation has been executed to re-charge the operational and trading results of the subsidiaries of This is Gain Global Limited (formerly Sideshow Group Limited) under a single new entity, This is Gain Ltd. This Is Gain Ltd is owned 100% by This is Gain Global Limited. As a result of this change, the individual trading income and costs for other trading subsidiaries will be re-charged to This Is Gain Ltd. This restructuring is the first step towards a planned end state where This Is Gain Ltd will serve as the UK's primary trading entity. Therefore this company continues to operate as a going concern and can service its commitments and has full Group support and commitment to meet all commitments and obligations.

The Directors have therefore considered the group’s business activities, together with the factors likely to affect its future development, performance and position. The group meets its day-to-day working capital requirements through the management of its daily cashflows with the added security of having the availability of an RCF facility. The current economic conditions create uncertainty particularly over (a) the level of demand for the company’s services; (b) the technology risk; and c) competition for staff.

The group’s forecasts and projections, which have been prepared based on expected levels of performance across the group, demonstrate that the group should be able to operate within the level of its current facility and to continue to meet its obligations under its borrowing agreements. However, while the Directors believe the group covenant measures will be met at each quarter date through to September 2026, other matters such as the current economic conditions do create a material uncertainty.  The Directors feel that there is sufficient headroom within these facilities and expect any downturn in performance to be managed through close control of costs.

The Directors will continue to maintain open and transparent communications with the lenders about its performance and future borrowing needs and no matters have been drawn to its attention to suggest that continued support will not be forthcoming. The Directors also have the full support of its shareholders, which has been demonstrated with some additional group investment since the year end.

The directors therefore feel that despite the challenges of the current economic environment, they have a reasonable expectation that the company and group has adequate resources to continue in operational existence for the foreseeable future, and to meet its liabilities as and when they fall due. In this regard the Directors of this company have received a letter of support from the group confirming this ongoing support for a period of 12 months from the signing of these accounts. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

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.

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 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.

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.

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.

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

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The company, together with other group companies, has entered into fixed and floating charges over its property and undertakings relating to security over borrowings in another group company. At the year end the total of secured borrowings was £90,150,000 (2024 - £90,150,000).

As detailed in note 1.2 following a strategic internal reorganisation the trade of other group companies will move to This is Gain Limited from 1 April 2025 and any trading income and costs that remain with the previous trading companies will be re-charged to This is Gain from that point onwards. Following the completion of this re-organisation all assets and liabilities will be transferred to This is Gain Limited.

The company has taken advantage of the exemption available in FRS 102, whereby it has not disclosed transactions with the ultimate parent or any wholly owned subsidiary undertaking of the group.

The company’s immediate parent undertaking is This Is Gain Global Limited (formerly Sideshow Group Limited).

The smallest group in which the results of the company are consolidated is that headed by This Is Gain Global Limited (formerly Sideshow Group Limited). The registered office of this company is Avalon, 26-32, Oxford Road, Bournemouth, England, BH8 8EZ. Copies of the financial statements of Sideshow Topco Limited can be obtained from Companies House.

The largest group in which the results of the company are consolidated is that headed by Waterland Private Equity Fund VII CV. The registered office of this company is Brediuisweg 31, 1401 AB Bessum, Netherlands. The accounts of this entity are not publicly available.

The directors consider there not to be a singular controlling entity or controlling party.