The directors present the strategic report for the year ended 31 December 2024.

The principal activity of the group is the provision of marketing services to the travel industry. The principal activity of the company is that of a holding company.

The group supplies the marketing services to improve communication on behalf of the travel, tourism, and hospitality industry. For the period ending 31 December 2024, the group consisted of Hills Balfour Limited, Grifco Limited, MMGY Global Limited, Digital Spring Limited, TCI Research SRL, Lieb Management & Beteilgungs GmbH, LMG Management GmbH, noble kommunication GmbH, Piroth Kommunikation GmbH and IN(N)TRAVEL UG.

The group’s operating model provides travel sector-focused marketing communications services including, integrated marketing, design and creative content development, public relations (PR), and media buying on behalf of clients using a variety of platforms. This approach looks at every step from creating creative assets to liaising with journalists. The core focus of the group is to inspire people to go places.

Grifco is a leading public relations firm specializing in international luxury travel and lifestyle PR. It is a creative, boutique PR company which nurtures the needs of its travel, spa and beauty clients. Grifco’s team works closely with their clients to provide an “in-house” experience. A personal, trusting working relationship is forged to maximize opportunities and to ensure that the best communication channels between client and PR is achieved.

Hills Balfour is a full service, integrated marketing agency for the travel sector. It offers MICE, PR, social media, digital, sales/marketing and creative solutions specialists under one roof executing fully integrated campaigns for travel brands using the latest targeting, data and creative technology across all channels.

MMGY Global Limited provides integrated marketing to convert consumers by implementing results-driven plans during every part of the purchase path including advertising creative, media planning and buying, social media and marketing technology. All of of the activity formerly at Grifco, Hills Balfour and Digital Spring is now being performed at MMGY Global Limited and the employees have moved to this business unit.

TCI Research helps DMOs and travel brands globally navigate the complex and competitive visitor economy through data. They measure client performance, identify trends and data-based insights for making brands stand out from the competition, by using standard and custom advanced research solutions based on conventional surveys and curated Big Data technology integration.

Lieb Group is a marketing and PR agency focuses on tourism and MICE industry which offers qualified, comprehensive, individualized and objective-oriented services for marketing, sales, public relations as well as influencer relations. Through their long-standing expertise, steady business relationships with industry leaders and media, and a target-group-specific, tailormade concept we market products according to client requirements and expectations.

MMGY Global UK Holding Limited was incorporated on 23 January 2018. The acquisition date for Hills Balfour Holdings Limited was 7 March 2018, GOPR Holdings Limited was 31 July 2018, Digital Spring Limited was 9 April 2019, TCI Research SRL was 16 June 2023 and Lieb Group was acquired 31 August 2023. The total purchase price for the investments was £56,929,130. The goodwill balance at cost was £38,402,006.

The strategy in creating MMGY Global UK Holding Limited was to serve as a holding company for all of MMGY’s UK operating companies. The main operating entities of MMGY Global Limited, Lieb Group and TCI continue to service existing and prospective clients worldwide through integration across all travel marketing channels.

In this fourth year for MMGY Global UK Holding Limited, the priority of the business has been to continue to work with subsidiaries to focus on growth strategies, investment in people, and process integration to increase the capability and efficiency within the organization. We have also begun to integrate the new European acquisitions, expanding the MMGY brand across Europe. The group’s ongoing strategy of investment in products, client satisfaction, and people has resulted in a successful outcome for the financial year’s results.

The group’s key performance indicators are fee income derived from its clients and the cost to deliver those services in terms of staff and other operating costs to derive operating profit. These are an important measure of productivity and efficiency of the business and as such are used as management performance measures. The operating loss for 2024 was £1,830,817 (2023: £3,830,543 profit) and operating loss margin of 4% (2023: 9% profit margin)

During the year, the group has continued to develop and build strong relationships with its customers which are based mainly abroad and include major hotel chains and tourist boards. To align synergies within the UK operating companies, the group began consolidating contracts into MMGY Global Limited beginning March 2022.

With the UK having a great creative services industry and the group having some leading brands, it is perceived that there are multiple opportunities for further growth.

After the Balance sheet date, the UK holdings group has acquired Belgium based data-led research firm TCI Research and Germany based, Lieb Management, a PR and Sales Marketing firm, to further expand our product offerings, as well as broadening our European operations and services.

The board considers the matters described below to be the principal risks and uncertainties the business faces.

Market risk

Decreases in client demand driven by their own internal financial priorities or changes in government policy present a financial risk to the group. The group responds to this through the continuous development of new products to enable a broader offering to its core clients with an emphasis on improving sustainability and returns on investment to maintain its value proposition.

Operational risk

Senior management has assessed all risks and deemed that attracting and retaining key personnel may be a risk. The competitive market in the UK for skilled personnel has ensured that wage inflation remains high and so managing a stable staff-revenue ratio remains important.

There are potential global trade wars as hostility continues across Europe which could affect the economic outlook in all sectors of the UK economy. This uncertainty can reduce the amount of international travel and change the spending patterns of travellers, which is a key driver of revenue for many of our clients and can result in reduced revenue opportunities or other adjustments such as longer payment terms.

Cyber and data security is another key identified area of risk. The group handles a range of client information as part of its day to day operations. The group has a variety of policies, processes and systems in place to ensure it manages such information securely and complies with data protection legislation.

Financial risk management objectives

The group uses cash and other items such as trade debtors and creditors that arise directly from its operations to raise capital for the group’s operations. The main risk for the group is debt collection. The directors review and agree the policy for managing these risks.

Liquidity risk

The group aims to mitigate liquidity risk by close management of operational cash generation including weekly cash forecasts and a close understanding of its clients’ procurement processes backed up by diligent credit control processes.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The Group has taken advantage of the exemption provided in HM Government Environmental Reporting Guidelines 2019 and is not required to disclose non-financial information under Streamlined Energy and Carbon Reporting (SECR). No company within the Group is obliged to report under SECR in its own right.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the strategic report. It has done so in respect of key performance

indicators, business review, principal risks and uncertainties and future developments.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of MMGY Global UK Holding Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise 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).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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 year 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.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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:

Ÿ

• 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 £3,280,818 (2023 - £2,778,005 loss).

MMGY Global UK Holding Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 58 Southwark Bridge Road, London, SE1 0AS.

The group consists of MMGY Global UK Holding Limited and all of its subsidiaries.

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, including the provisions of the Large and Medium sized Companies and Group

(Accounts and Reports) Regulations 2008.

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 financial statements incorporate those of MMGY Global UK Holding Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

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.

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

At the balance sheet date, the group made a loss for the year of £3,180,922 (2023: £1,964,507 profit), and had net assets at that date of £10,627,159 (2023: £14,027,912). The directors believe that the company will be able to continue in business and meet its liabilities as they fall due for a period of at least twelve months from the date of approval of the financial statements.

MMGY Global US LLC has confirmed through a letter of support that they will not seek repayment of their intercompany loan totalling £20,476,820 (2023: £17,056,794) until the Company has returned to profitability and that they will support the Company for a period of at least one year from the date of approval of these financial statements. The Directors therefore consider it is appropriate to prepare the financial statements on the 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. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Retainer income

Retainer income relates to fees for services performed during a contractual period. These are recognised straight line on a monthly basis over the contract period as they cannot be directly attributed to a specific cost.

Rechargeable expenses

Turnover in relation to rechargeable expenses for services are recognised when the cost was incurred.

Project fees

Turnover is recognised in accordance with the percentage completion of the contract when all of the following conditions are satisfied:

• the amount of revenue can be measured reliably;

• it is probable that the company will receive the consideration due under the contract;

• the stage of completion of the contract at the end of the reporting period can be measured reliably; and

• the costs incurred and the costs to complete the contract can be measured reliably.

Fee income on media

Fees on media are recognised as income when the related media is aired. Where revenue has been earned before the end of the accounting period but it has not been billed, revenue is accrued into the financial statements.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

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 recognised in the profit and loss account.

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. 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.

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.

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 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.

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.

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.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the black scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

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.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.

All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.

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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Turnover is recognised to the extent economic benefits will flow to the company and that turnover can be reliably measured. Turnover represents amounts received or receivable from clients, exclusive of Value Added Tax, for the rendering of services, and comprises charges for fees, commissions and rechargeable expenses and marketing products incurred on behalf of the clients. Turnover derived from retainers is recognised on a straight line basis in accordance with the contract. Where the term of a project straddles the period end, the client has applied an element of judgement to determine the turnover to recognise in the period; being the percentage completion of the work specified in the contract.

At year end, the group recognised goodwill with a carrying value of £19,370,108 as detailed in note 12. The annual amortisation charge is based on the expected useful economic life of goodwill, which has been determined by the directors to be 10 years. The useful life of goodwill is estimated based on the expected life in which benefits to the company are expected to be felt. Goodwill is also reviewed for impairment on an annual basis. Following their assessment and review, the directors have determined that goodwill is not impaired.

At year end, the group has intangible assets with a carrying amount of £1,448,925 as detailed in note 12. The annual amortisation charge is sensitive to any changes in the estimated useful life and residual values of intangible assets. The useful economic lives and residual values are assessed on an annual basis and are amended only when evidence shows a change in the estimated economic lives or residual life. Criteria used to assess the economic life and residual value includes technological advancement, economic utilisation and future investments. Following their assessment and review in the current year, the directors have determined no impairment is necessary.

The recoverable amount of investments is based on future cash flows for the individual investments. In determining whether any impairment is required, management makes a number of estimates in respect of future cash flows and future earnings growth. Following their assessment and review, the directors have determined no impairment is necessary.

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

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

The addition in the year relates to additional consideration in an existing subsidiary company, Lieb Management Beteilingungs GmbH that was purchased by the company in the prior year.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Hills Balfour Limited, Digital Spring Limited and Grifco Limited are exempt from audit by virtue of s479A of Companies Act 2006.

The outstanding intercompany loan in issue at the year end from MMGY LLC to MMGY Global UK Holdings Limited was restructured pre year end on 9th December 2024 into a loan note $25,000,000.

The entire outstanding balance of each Loan Note and all unpaid accrued interest shall be payable by 1 March 2030.

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. At the balance sheet date, contributions totalling £nil (2023: £32,525) were payable to the fund.

Certain employees of the subsidiary undertaking hold options to subscribe for shares in the company. All the options have a maximum term of 10 years from their grant date and are cash settled.

As at 31 December 2024 there were 1,261,277 outstanding options (2023: nil).

The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).

The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

In the year, no share based payment charge was recognised in the Profit and Loss because the charge was immaterial. In the prior year £417,671 was recognised in the Profit and Loss.

The Ordinary shares all rank equally and are entitled to voting, dividend and distribution rights on winding up.

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:

The group have now wound down the trade of Grifco Limited and Digital Spring Limited and they ceased to trade on 31 December 2024. The two entities are not presented as discontinued operations as their trade has been moved across to the main trading company of the group, MMGY Global Limited.

The immediate parent company is MMGY Global LLC, a company incorporated in the United States of America with a registered office of 4601 Madison Avenue, Kansas City, MO 64112.

MMGY Global LLC is the ultimate controlling party and is the smallest and largest group for which consolidated financial statements are drawn up of which the company is a member. The consolidated financial statements are available from their registered office of 7309 W 80th Street, Suite 400, Overland Park, KS 66204 USA.

The group leases office premises from a related party. This is due to the property company being controlled by directors who have significant influence of the group. In 2024, this director no longer held a key management role.

As at 31 December 2024 there were amounts due to the group of £25,595 (2023: £100,623) from a previous shareholder and employee of the company.