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Registered number: 09919528 VICTORY HILL EXHIBITIONS (UK) LIMITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 DECEMBER 2024
VICTORY HILL EXHIBITIONS (UK) LIMITED COMPANY INFORMATION
Directors | Ron Aik Ti Tan
| Tanya Davis (appointed 1 September 2025, resigned 5 February 2026)
| Amanda Lewis (appointed 1 September 2025, resigned 5 February 2026)
Registered number | 09919528
Registered office | 55 Baker Street
| London
| W1U 7EU
Independent auditors | Ecovis Wingrave Yeats LLP
| Chartered Accountants & Statutory Auditor
| 3rd Floor, Waverley House
| 7-12 Noel Street
| London
| W1F 8GQ
VICTORY HILL EXHIBITIONS (UK) LIMITED CONTENTS
| Page
Balance Sheet | 1 - 2
Statement of Changes in Equity | 3
Notes to the Financial Statements | 4 - 11
VICTORY HILL EXHIBITIONS (UK) LIMITED REGISTERED NUMBER: 09919528 BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible fixed assets | 5 |  | 9,988,407 |  | 1,382,181
|  |  | 9,988,407 |  | 1,382,181
Current assets |  |  |  |  |
Debtors | 6 | 2,045,939 |  | 17,104 |
Cash at bank and in hand |  | 27,121 |  | - |
|  | 2,073,060 |  | 17,104 |
Creditors: amounts falling due within one year | 7 | (14,804,624) |  | (1,528,455) |
Net current liabilities |  |  | (12,731,564) |  | (1,511,351)
Total assets less current liabilities |  |  | (2,743,157) |  | (129,170)
Provisions for liabilities |  |  |  |  |
Other provisions | 8 | (1,400,000) |  | - |
|  |  | (1,400,000) |  | -
Net liabilities |  |  | (4,143,157) |  | (129,170)
Capital and reserves |  |  |  |  |
Called up share capital | 9 |  | 1 |  | 1
Profit and loss account |  |  | (4,143,158) |  | (129,171)
|  |  | (4,143,157) |  | (129,170)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 March 2026.
Ron Aik Ti Tan
Director
Page 1
VICTORY HILL EXHIBITIONS (UK) LIMITED REGISTERED NUMBER: 09919528 BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2024 The notes on pages 4 to 11 form part of these financial statements. Page 2
VICTORY HILL EXHIBITIONS (UK) LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2023 | 1 | (2,762) | (2,761)
Loss for the year | - | (126,409) | (126,409)
At 1 January 2024 | 1 | (129,171) | (129,170)
Loss for the year | - | (4,013,987) | (4,013,987)
At 31 December 2024 | 1 | (4,143,158) | (4,143,157)
| The notes on pages 4 to 11 form part of these financial statements.
Page 3
VICTORY HILL EXHIBITIONS (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Victory Hill Exhibitions (UK) Limited is a private company limited by shares, incorporated in England and Wales. The company's registered office address is 55 Baker Street, London, United Kingdom, W1U 7EU. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:
| 2.2 | Going concern
The financial statements have been prepared on a going concern basis. The Company is reliant on financial support from other group companies to meet its obligations as they fall due. The directors have received letters of support and non-demand letters from group entities for outstanding intercompany liabilities, and advances have been received from ticket providers. However, the Company is financially interdependent with other group entities, and the directors have not been able to obtain sufficient evidence regarding the financial position and liquidity of the wider group for the period of at least twelve months from the date of approval of these financial statements. As a result, there is a material uncertainty related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that would result if the Company were unable to continue as a going concern.
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Page 4
VICTORY HILL EXHIBITIONS (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of 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.
| 2.5 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.6 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.7 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. No depreciation is charged on assets in the course of construction, where these assets are not yet in use. Depreciation on these assets is charged from the date the asset is transferred to the appropriate tangible fixed asset category. Page 5
VICTORY HILL EXHIBITIONS (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.7 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. The estimated useful lives range as follows:
|  |  |  | Temporary exhibition | - | over the length of the exhibition
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.8 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.9 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.10 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.11 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss. Page 6
VICTORY HILL EXHIBITIONS (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
Tangible fixed assets Management has exercised judgement in assessing the capitalisation, useful economic lives and impairment considerations of tangible fixed assets relating both to the assets under construction and the temporary exhibition site. Management has considered the capitalisation criteria under FRS102 and concluded that these costs meet the definition of tangible fixed assets. Assets Under Construction The assets under construction comprise planning, construction and installation costs associated with the new exhibition centre at Battersea. The centre is intended to host multiple exhibitions over the term of the lease, and therefore, once brought into use, the useful economic life is assessed as the eight-year lease term. This reflects the period over which economic benefits from the site are expected to be consumed. Temporary Exhibition The Company also incurred costs relating to a temporary exhibition site designed to host a single, short-term exhibit. These assets primarily comprise installation, de-installation and temporary structure costs that cannot be reused for future exhibitions. Accordingly, management has judged that the useful economic life should be restricted to the duration of the individual exhibit, reflecting the period over which the asset’s economic benefits are consumed. Impairment Consideration Management has assessed, at the reporting date, whether there are any indicators that the assets may be impaired. Where such indicators exist, the recoverable amount is estimated and an impairment recognised where the carrying amount exceeds this value. Based on the forecasts and conditions at year-end, management does not consider the recoverable amount of these assets to be less than their carrying value, and therefore no impairment has been recognised. Provisions The company occupies the Battersea site under an Agreement for Lease requiring removal of the temporary structure and reinstatement of the site at the end of the term. As a significant proportion of the installation has already taken place, management considers a present obligation to exist and has recognised a provision. With input from an experienced project director, the estimate has been calculated to reflect the physical extent of works completed at year end. Management has applied a proportional deconstruction approach, considering (i) the stage of completion of core structural elements and (ii) site-specific constraints that drive dismantling complexity, such as restricted access and estate-controlled logistics. This provides a high-level basis for estimating the portion of total deconstruction costs attributable to the structure in place at the reporting date. Final costs will depend on access conditions, landlord requirements and prevailing market rates at the time of removal.
4. | Employees
The Company incurred payroll costs from April 2024 onwards. Prior to this, employee services were provided by a sister company under common control, with no recharge made for the costs incurred. There is no outstanding liability in respect of these services. The average monthly number of employees, including directors, during the year was 11 (2023 - 1). Page 7
VICTORY HILL EXHIBITIONS (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Tangible fixed assets
|  | Assets in the course of construction | Temporary exhibition | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2024 | 1,382,181 | - | 1,382,181
| Additions | 8,542,968 | 2,368,934 | 10,911,902
| At 31 December 2024 | 9,925,149 | 2,368,934 | 12,294,083
| Depreciation |  |  |
| Charge for the year | - | 2,305,676 | 2,305,676
| At 31 December 2024 | - | 2,305,676 | 2,305,676
| Net book value |  |  |
| At 31 December 2024 | 9,925,149 | 63,258 | 9,988,407
| At 31 December 2023 | 1,382,181 | - | 1,382,181
Page 8
VICTORY HILL EXHIBITIONS (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
6. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts owed by group undertakings | 115,526 | -
| Other debtors | 1,685,477 | 17,104
| Prepayments and accrued income | 244,936 | -
|  | 2,045,939 | 17,104
| Amounts owed by group undertakings are interest free, unsecured and repayable on demand.
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 3,394,453 | 736,149
| Amounts owed to group undertakings | 11,318,635 | 564,959
| Accruals and deferred income | 91,536 | 227,347
|  | 14,804,624 | 1,528,455
| Amounts owed to group undertakings are interest free, unsecured and repayable on demand.
8. | Provisions
|  | Dilapidation Provision
|  | £
| Capitalised deinstallation costs - additions | 1,400,000
| At 31 December 2024 | 1,400,000
| A provision has been recognised for the estimated costs of dismantling the structure at the Battersea site and reinstating the premises at the end of the lease. The initital estimate has been capitalised within the cost of the asset.
Page 9
VICTORY HILL EXHIBITIONS (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
9. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2023 - 1) Ordinary share of £1 | 1 | 1
| The share has attached to it full voting rights, dividend and capital distribution rights.
10. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £58,353 (2023 - £Nil). Contributions totaling £7,853 (2023 - £Nil) were payable to the fund at the balance sheet date.
11. | Related party transactions
| Victory Hill Exhibitions UK Limited have taken the exemption under FRS 102, Section 33 Related Party Disclosures paragraph 33.1A, whereby the Company is not required to disclose transactions between two or more members of a group, provided that they are wholly owned.
12. | Post balance sheet events
Subsequent to the year end, the Company has granted a fixed and floating charge over its assets in favour of BNP Paribas as Security Agent, as part of the wider group financing arrangements.
13. | Controlling party
The immediate parent company is Victory Hill Exhibitions PTE. Ltd, a company registered in Singapore, whose registered office address is 25 Tai Seng Avenue, #06-01, Cityneon Building, Singapore 534104. The smallest group in whose consolidated financial statements the Company's financial statements are consolidated is Victory Hill Exhibitions PTE. Ltd from which the consolidated results can be obtained. The ultimate parent company is Neon Group Limited, a Company registered in the Cayman Islands, who registered office address is 25 Tai Seng Avenue, #06-01, Cityneon Building, Singapore 534104. Page 10
VICTORY HILL EXHIBITIONS (UK) LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
14. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.
| In their report, the auditors emphasised the following matter without qualifying their report: We draw attention to note 2.2 in the financial statements, which describes the directors’ assessment of the Company’s ability to continue as a going concern. The Company is reliant on financial support from other group companies, and the directors have not been able to provide sufficient evidence regarding the financial position and liquidity of the wider group for the period of at least twelve months from the date of approval of these financial statements. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists 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 26 March 2026 by Sally Casson (Senior Statutory Auditor) on behalf of Ecovis Wingrave Yeats LLP.
Page 11