IRIS Accounts Production v25.4.12.37 03688176 Board of Directors 1.1.24 31.12.24 31.12.24 true false true false false true false Ordinary 1.00000 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 03688176 2023-12-31 03688176 2024-12-31 03688176 2024-01-01 2024-12-31 03688176 2022-12-31 03688176 2023-01-01 2023-12-31 03688176 2023-12-31 03688176 ns15:EnglandWales 2024-01-01 2024-12-31 03688176 ns14:PoundSterling 2024-01-01 2024-12-31 03688176 ns10:Director1 2024-01-01 2024-12-31 03688176 ns10:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 03688176 ns10:SmallEntities 2024-01-01 2024-12-31 03688176 ns10:AuditExempt-NoAccountantsReport 2024-01-01 2024-12-31 03688176 ns10:SmallCompaniesRegimeForDirectorsReport 2024-01-01 2024-12-31 03688176 ns10:SmallCompaniesRegimeForAccounts 2024-01-01 2024-12-31 03688176 ns10:FullAccounts 2024-01-01 2024-12-31 03688176 ns10:OrdinaryShareClass1 2024-01-01 2024-12-31 03688176 ns10:Director2 2024-01-01 2024-12-31 03688176 ns10:Director3 2024-01-01 2024-12-31 03688176 ns10:CompanySecretary1 2024-01-01 2024-12-31 03688176 ns10:RegisteredOffice 2024-01-01 2024-12-31 03688176 ns5:CurrentFinancialInstruments 2024-12-31 03688176 ns5:CurrentFinancialInstruments 2023-12-31 03688176 ns5:Non-currentFinancialInstruments 2024-12-31 03688176 ns5:Non-currentFinancialInstruments 2023-12-31 03688176 ns5:ShareCapital 2024-12-31 03688176 ns5:ShareCapital 2023-12-31 03688176 ns5:RetainedEarningsAccumulatedLosses 2024-12-31 03688176 ns5:RetainedEarningsAccumulatedLosses 2023-12-31 03688176 1 2024-01-01 2024-12-31 03688176 ns5:PlantMachinery 2023-12-31 03688176 ns5:FurnitureFittings 2023-12-31 03688176 ns5:MotorVehicles 2023-12-31 03688176 ns5:PlantMachinery 2024-01-01 2024-12-31 03688176 ns5:FurnitureFittings 2024-01-01 2024-12-31 03688176 ns5:MotorVehicles 2024-01-01 2024-12-31 03688176 ns5:PlantMachinery 2024-12-31 03688176 ns5:FurnitureFittings 2024-12-31 03688176 ns5:MotorVehicles 2024-12-31 03688176 ns5:PlantMachinery 2023-12-31 03688176 ns5:FurnitureFittings 2023-12-31 03688176 ns5:MotorVehicles 2023-12-31 03688176 ns5:CostValuation 2023-12-31 03688176 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-12-31 03688176 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2023-12-31 03688176 ns5:CurrentFinancialInstruments 2024-01-01 2024-12-31 03688176 ns5:MoreThanFiveYears ns5:Non-currentFinancialInstruments 2024-12-31 03688176 ns5:MoreThanFiveYears ns5:Non-currentFinancialInstruments 2023-12-31 03688176 ns5:Non-currentFinancialInstruments 2024-01-01 2024-12-31 03688176 ns10:OrdinaryShareClass1 2024-12-31

REGISTERED NUMBER: 03688176 (England and Wales)

THAT TOPCO LIMITED

Unaudited Financial Statements

for the Year Ended 31 December 2024

| THAT TOPCO LIMITED (REGISTERED NUMBER: 03688176) |

Contents of the Financial Statements

for the year ended 31 December 2024

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 3 |

| THAT TOPCO LIMITED |

Company Information

for the year ended 31 December 2024

| Directors: | S Brown

| P S Tisdale

| R S Kelvin CBE

| Secretary: | L D Page

| Registered office: | 1 Fleet Place

| Farringdon

| London

| EC4M 7RA

| Registered number: | 03688176 (England and Wales)

| Accountants: | Cooper Parry Advisory Limited

| Broadwalk House, 5th Floor

| 5 Appold Street

| Broadgate

| London

| EC2A 2AG

| THAT TOPCO LIMITED (REGISTERED NUMBER: 03688176) |

Balance Sheet

31 December 2024

2024 | 2023 |

| Notes | £ | £

Fixed assets

Tangible assets | 4 | 40,809 |  | 84,701 |  |

Investments | 5 | 210 |  | 210 |  |

41,019 |  | 84,911 |  |

Current assets

Debtors | 6 | 16,945,187 |  | 15,947,496 |  |

Cash at bank | 98,041 |  | 7,534 |  |

17,043,228 |  | 15,955,030 |  |

Creditors

Amounts falling due within one year | 7 | (941,047 | ) | (1,161,228 | ) |

Net current assets | 16,102,181 |  | 14,793,802 |  |

Total assets less current liabilities | 16,143,200 |  | 14,878,713 |  |

Creditors

Amounts falling due after more than one year | 8 | (15,781,650 | ) | (14,661,714 | ) |

Net assets | 361,550 |  | 216,999 |  |

Capital and reserves

Called up share capital | 10 | 2 |  | 2 |  |

Retained earnings | 361,548 |  | 216,997 |  |

Shareholders' funds | 361,550 |  | 216,999 |  |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 March 2026 and were signed on its behalf by:

S Brown - Director

| THAT TOPCO LIMITED (REGISTERED NUMBER: 03688176) |

Notes to the Financial Statements

for the year ended 31 December 2024

1. | Statutory information

| That Topco Limited 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.

2. | Accounting policies

| Accounting convention

| 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 pound.

| The financial statements have been prepared under the historical cost convention, modified to include listed investments at fair value. The principal accounting policies adopted are set out below.

| The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

| Going concern

| At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and the ultimate controlling party will give continued support. Hence, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

| Judgements and key sources of estimation uncertainty

| In the application of the company'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.

| Critical judgements

| The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

| Recoverability of related company balances

| The company has balances due from group companies and related companies connected by common directorship. Management are of the opinion that these balances are fully recoverable and therefore no provision has been made against these balances.

| Management recharges

| Management recharges are levied to companies connected by way of common directorships and ownership. The recharge which includes salary and overhead costs is based on managements' assessment and apportionment of the amount of time spent on the affairs of the companies.

| Key sources of estimation uncertainty

| 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.

| Depreciation and amortisation

| The director considers the depreciation and amortisation policy to be a crucial accounting estimate. The expected useful life of all fixed asset categories are reviewed annually by management based on industry experience and are considered reasonable.

| THAT TOPCO LIMITED (REGISTERED NUMBER: 03688176) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

2. | Accounting policies - continued

| Turnover

| Turnover represents amounts receivable for management recharges and project fees, net of VAT and other related taxes.

| Tangible fixed assets

| 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:

| Plant and machinery |  | 25% straight line |  |

| Fixtures, fittings & equipment |  | 25% straight line |  |

| Motor vehicles |  | 25% straight line |  |

| Investments in subsidiaries

| Fixed asset listed investments in equity instruments which are not subsidiaries, associates or joint Ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in other comprehensive income, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

| Interests in subsidiaries and other unlisted investments 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.

| 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.

| 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.

| Basic financial assets

| Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.

| Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

| Basic financial liabilities

| Basic financial liabilities, including creditors, bank overdrafts, loans from fellow group companies, and preference shares that are classified as debt are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

| 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.

| THAT TOPCO LIMITED (REGISTERED NUMBER: 03688176) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

2. | Accounting policies - continued

| Taxation

| The tax expense represents the sum of the tax currently payable and deferred tax.

| Current 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 company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

| Deferred tax

| Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.

| Leases

| Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

| Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

| 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 leases asset are consumed.

| Pension costs and other post-retirement benefits

| Employee benefits

| The costs of short-term employee benefits are recognised as a liability and an expense.

| Retirement benefits

| Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

| Cash and cash equivalents

| Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks.

3. | Employees and directors

| The average number of employees during the year was 6 (2023 - 14 ) .

| THAT TOPCO LIMITED (REGISTERED NUMBER: 03688176) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

4. | Tangible fixed assets

Fixtures |

Plant and | and | Motor |

machinery | fittings | vehicles | Totals |

| £ | £ | £ | £

| Cost

| At 1 January 2024 | 38,317 |  | 118,033 |  | 90,293 |  | 246,643 |  |

| Additions | 28,034 |  | 1,907 |  | - |  | 29,941 |  |

| Disposals | - |  | (499 | ) | (90,293 | ) | (90,792 | ) |

| At 31 December 2024 | 66,351 |  | 119,441 |  | - |  | 185,792 |  |

| Depreciation

| At 1 January 2024 | 38,317 |  | 95,409 |  | 28,216 |  | 161,942 |  |

| Charge for year | 3,505 |  | 7,752 |  | 3,763 |  | 15,020 |  |

| Eliminated on disposal | - |  | - |  | (31,979 | ) | (31,979 | ) |

| At 31 December 2024 | 41,822 |  | 103,161 |  | - |  | 144,983 |  |

| Net book value

| At 31 December 2024 | 24,529 |  | 16,280 |  | - |  | 40,809 |  |

| At 31 December 2023 | - |  | 22,624 |  | 62,077 |  | 84,701 |  |

| Included in fixed assets is a motor vehicle with a net book value of £nil (2023: £62,077), held under hire purchase obligations, this is secured on the respective fixed asset.

5. | Fixed asset investments

Shares in |

group |

undertakings |

| £

| Cost

| At 1 January 2024

| and 31 December 2024 | 210 |  |

| Net book value

| At 31 December 2024 | 210 |  |

| At 31 December 2023 | 210 |  |

| The company's investments at the Balance Sheet date in the share capital of companies include the following:

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

| Name of undertaking |  | Address |  | Class of |  | % Held |  |

|  | shares held |  | Direct |  |

| Nosh Box Limited |  | 1 |  | Ordinary |  | 100.00 |  |

| This Event Company Limited |  | 2 |  | Ordinary |  | 100.00 |  |

| Registered office addresses (all UK unless otherwise indicated):

| 1. F4 Beehive Yard, Bath, England, BA1 5BT

| 2. 18 Albert Road, Bournemouth, England, BH1 1BZ

| THAT TOPCO LIMITED (REGISTERED NUMBER: 03688176) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

6. | Debtors: amounts falling due within one year |

2024 | 2023 |

| £ | £

| Trade debtors | 15,873 |  | 7,349 |  |

| Amounts owed by group undertakings | 626,903 |  | 626,903 |  |

| Other debtors | 16,302,411 |  | 15,313,244 |  |

16,945,187 |  | 15,947,496 |  |

| Included within amounts owed by group undertakings is an amount of £626,903 (2023: £626,903) which is not expected to be received within one year.

| Included within other debtors is an amount of £16,190,438 (2023: £15,181,072) which is not expected to be received within one year.

7. | Creditors: amounts falling due within one year |

2024 | 2023 |

| £ | £

| Trade creditors | 122,187 |  | 72,158 |  |

| Taxation and social security | 33,694 |  | 46,704 |  |

| Other creditors | 785,166 |  | 1,042,366 |  |

941,047 |  | 1,161,228 |  |

| The bank overdraft facility is secured by a personal guarantee with the ultimate controlling party.

| Included in other creditors is hire purchase of £nil (2023: £30,738), secured on the respective fixed assets.

8. | Creditors: amounts falling due after more than one year |

2024 | 2023 |

| £ | £

| Hire purchase contracts (see note 9) | - |  | 63,497 |  |

| Other creditors | 15,781,650 |  | 14,598,217 |  |

15,781,650 |  | 14,661,714 |  |

| Amounts falling due in more than five years:

| Repayable otherwise than by instalments

| Irredeemable preference shares | 3,000,000 |  | 3,000,000 |  |

| The bank loan is secured by a personal guarantee with the ultimate controlling party.

| Included in other creditors falling due more than one year is hire purchase of £nil (2023: £63,497), secured on the respective fixed assets.

| Included in creditors falling due after more than one year are non-redeemable preference shares of £1 each.

| These non-redeemable preference shares of £1 each:

| i. The non-redeemable preference shares shall be entitled to such dividends as the directors may at their discretion determine (without obligation), and do not carry a right to a fixed preferential dividend.

| ii. The preference shares shall be repaid at par, along with the payment of all accrued dividends, on any liquidation of the company but shall have no other right to share in the income or capital of the company.

| iii. The preference shareholders shall not be entitled to any votes at any general meeting of the company.

| THAT TOPCO LIMITED (REGISTERED NUMBER: 03688176) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

9. | Leasing agreements

| Lessee

| At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

|  | 2024 £ |  | 2023 £ |  |

| Within one year |  | - |  | 13,200 |  |

| Between one and five years |  | - |  | 6,600 |  |

| In more than five years |  | - |  | - |  |

|  | - |  | 19,800 |  |

10. | Called up share capital

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2024 | 2023 |

value: |  | £ | £

| 2 | Ordinary | £1 | 2 |  | 2 |  |

11. | Related party disclosures

| The company has taken advantage of the exemption in FRS 102 from the requirement to disclose transactions with group companies.

| At the year end, the company owed a director £12,781,650 (2023: £11,598,217). The movement in the year represents net monies advanced to the company of £1,183,433 (2023: £2,273,606). This is included in other creditors due after more than one year.