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REGISTERED NUMBER: 09358242 (England and Wales)

Financial Statements for the Year Ended 31 December 2024

for

TGI Sport Marketing (UK) Limited

TGI Sport Marketing (UK) Limited (Registered number: 09358242)

Contents of the Financial Statements

for the Year Ended 31 December 2024

Page |

Company Information | 1 |

Statement of Financial Position | 2 |

Notes to the Financial Statements | 3 |

TGI Sport Marketing (UK) Limited

Company Information

for the Year Ended 31 December 2024

| DIRECTORS: | P D Roberts

| J D Rushton

| REGISTERED OFFICE: | 5-6 Henrietta Street

| London

| WC2E 8PS

| REGISTERED NUMBER: | 09358242 (England and Wales)

| AUDITORS: | TC Group

| Statutory Auditor

| First Floor

| Spitalfields House

| Stirling Way

| Borehamwood

| Hertfordshire

| WD6 2FX

TGI Sport Marketing (UK) Limited (Registered number: 09358242)

Statement of Financial Position

31 December 2024

| 31.12.24 | 31.12.23 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Property, plant and equipment | 4 | 357,243 |  | 539,419 |  |

Investments | 5 | 9,541,643 |  | 3,463,473 |  |

9,898,886 |  | 4,002,892 |  |

CURRENT ASSETS

Debtors | 6 | 3,617,166 |  | 5,494,198 |  |

Cash at bank | 279,109 |  | 195,862 |  |

3,896,275 |  | 5,690,060 |  |

CREDITORS

Amounts falling due within one year | 7 | 9,821,418 |  | 7,604,191 |  |

NET CURRENT LIABILITIES | (5,925,143 | ) | (1,914,131 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 3,973,743 |  | 2,088,761 |  |

CREDITORS

Amounts falling due after more than one year | 8 | 290,553 |  | 375,817 |  |

NET ASSETS | 3,683,190 |  | 1,712,944 |  |

CAPITAL AND RESERVES

Called up share capital | 10 | 101 |  | 101 |  |

Share premium | 2,037,579 |  | 2,037,579 |  |

Retained earnings | 1,645,510 |  | (324,736 | ) |

SHAREHOLDERS' FUNDS | 3,683,190 |  | 1,712,944 |  |

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 Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 10 April 2026 and were signed on its behalf by:

P D Roberts - Director

TGI Sport Marketing (UK) Limited (Registered number: 09358242)

Notes to the Financial Statements

for the Year Ended 31 December 2024

1. | STATUTORY INFORMATION

| TGI Sport Marketing (UK) 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.

| The presentation currency of the financial statements is the Pound Sterling (£).

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Preparation of consolidated financial statements

| The Company has taken the exemption from preparing consolidated financial statements by virtue of section 401 of the Companies Act 2006 as the Company is a wholly owned subsidiary of TGI Sport Holdings Pty Limited and is included in the consolidated financial statements of TGI Sport Midco 2 Pty Ltd, the smallest group to consolidate, and the consolidated financial statements of TGI Sport Topco Pty, the largest group to consolidate, which are publicly available and can be obtained from the company's principal and registered office: Level 7, 88 Philip Street, Sydney, NSW 2000, Australia.

| Significant judgements and estimates

| The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. Judgements in respect of impairment of assets have had the most significant effects on amounts recognised in the financial statements.

| Revenue

| Revenue is measured as the fair value of the consideration received or receivable and comprises amounts charged to clients in respect of fees and commissions earned from the provision of services and revenue from events. Revenue is recognised over the period of the contract.

| Property, plant and equipment

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Computer Equipment - 33% on cost

| Land and Buildings - 5 years straight line

TGI Sport Marketing (UK) Limited (Registered number: 09358242)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Financial instruments

| The company has elected to apply the provisions of Schedule 1A of FRS 102 to all of its financial instruments.

| Financial instruments are recognised in the company's statement of financial position 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

| 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.

| Impairment of financial 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.

| Derecognition of financial assets

| Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

| Classification of financial liabilities

| Financial liabilities are classified, at initial recognition, as either basic financial instruments or other financial instruments in accordance with FRS 102. Basic financial liabilities, including trade payables, bank loans and other simple debt instruments, are initially recognised at transaction price (net of transaction costs) and subsequently measured at amortised cost using the effective interest method. Financial liabilities that do not meet the criteria for basic financial instruments, including certain derivative instruments and more complex debt arrangements, are classified as other financial instruments and are measured at fair value through profit or loss, with changes in fair value recognised in profit or loss. The classification depends on the substance of the contractual arrangement and is determined at initial recognition.

| Basic financial 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.

| Derecognition of financial liabilities

| Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

TGI Sport Marketing (UK) Limited (Registered number: 09358242)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Leasing commitments

| When the company enters into a lease, a lease obligation and a right-of-use asset are recognised for the present value of the fixed lease payments that will be incurred over the lease term. Subsequent to initial recognition:

| - the right-of-use asset is depreciated on a straight-line basis over the lease term;

| - a finance charge is recognised in respect of the lease obligation; and

| - fixed lease payments reduce the lease obligation.

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

| Investments

| Listed and unlisted investments are carried at fair value and changes to fair value are recognised in the Profit and Loss account.

| Going concern

| The directors have considered the company’s financial resources and performance and believe that the company is well placed to manage its business risks successfully. In forming this view, the directors have taken into account the ongoing financial support of its parent company, which has indicated its intention to provide such financial assistance as may be required to enable the company to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements. On this basis, the directors consider that the company has adequate resources to continue in operational existence for the foreseeable future. Consequently, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 2 (2023 - 14 ) .

TGI Sport Marketing (UK) Limited (Registered number: 09358242)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

4. | PROPERTY, PLANT AND EQUIPMENT

| Fixtures |

| Long |  | and |  | Computer |

| leasehold |  | fittings |  | equipment |  | Totals

£ | £ | £ | £ |

| COST

| At 1 January 2024 | 630,434 |  | 64,824 |  | 21,574 |  | 716,832 |  |

| Reclassification/transfer | - |  | (64,824 | ) | (21,574 | ) | (86,398 | ) |

| At 31 December 2024 | 630,434 |  | - |  | - |  | 630,434 |  |

| DEPRECIATION

| At 1 January 2024 | 147,103 |  | 16,771 |  | 13,539 |  | 177,413 |  |

| Charge for year | 126,088 |  | - |  | - |  | 126,088 |  |

| Reclassification/transfer | - |  | (16,771 | ) | (13,539 | ) | (30,310 | ) |

| At 31 December 2024 | 273,191 |  | - |  | - |  | 273,191 |  |

| NET BOOK VALUE

| At 31 December 2024 | 357,243 |  | - |  | - |  | 357,243 |  |

| At 31 December 2023 | 483,331 |  | 48,053 |  | 8,035 |  | 539,419 |  |

| A fixed and floating charge has been created over the Company's assets to secure loans to Group companies.

| During the year, property, plant and equipment of the company was hived up to fellow group company at Net Book Value.

5. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertakings

£ |

| COST

| At 1 January 2024 | 3,463,473 |  |

| Additions | 6,078,170 |  |

| At 31 December 2024 | 9,541,643 |  |

| NET BOOK VALUE

| At 31 December 2024 | 9,541,643 |  |

| At 31 December 2023 | 3,463,473 |  |

| Investments are measured at fair value in accordance with the accounting policy set out in Note 2. There was no change in the fair value of the investment during the year.

| On 31 May 2022, the Company acquired a 100% interest in Sportseen Holdings Limited for an initial consideration of £2,037,679 plus an estimated £1,599,290 of deferred consideration. A total of £1.8m of deferred consideration was paid in June 2023.

| On 19 January 2024, the Company acquired a 100% interest in Insignia Sport International Limited for an initial consideration of £2,073,336 plus an estimated £4,004,828 of deferred consideration. A total of £1,195,564 of deferred consideration was paid in May 2024.

TGI Sport Marketing (UK) Limited (Registered number: 09358242)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

£ | £ |

| Trade debtors | - |  | 306,978 |  |

| Amounts owed by group undertakings | 3,475,826 |  | 4,996,052 |  |

| Other debtors | 141,340 |  | 191,168 |  |

3,617,166 |  | 5,494,198 |  |

7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

£ | £ |

| Finance leases (see note 9) | 85,264 |  | 114,081 |  |

| Trade creditors | - |  | 45,958 |  |

| Amounts owed to group undertakings | 6,834,720 |  | 7,052,520 |  |

| Taxation and social security | 126,883 |  | 125,972 |  |

| Other creditors | 2,774,551 |  | 265,660 |  |

9,821,418 |  | 7,604,191 |  |

8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| 31.12.24 |  | 31.12.23

£ | £ |

| Finance leases (see note 9) | 290,553 |  | 375,817 |  |

9. | LEASING AGREEMENTS

| Minimum lease payments under finance leases fall due as follows:

| Finance leases |

| 31.12.24 |  | 31.12.23 |

£ | £ |

| Net obligations repayable:

| Within one year | 85,264 |  | 114,081 |  |

| Between one and five years | 290,553 |  | 375,817 |  |

375,817 |  | 489,898 |  |

10. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.12.24 |  | 31.12.23

| value: | £ | £ |

| 101 | Ordinary share | £1 | 101 |  | 101 |  |

| There is a single class of ordinary shares. The company share capital is denominated in Pound Sterling. All shares have been issued, allotted and fully paid.

TGI Sport Marketing (UK) Limited (Registered number: 09358242)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

11. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

| The Report of the Auditors was unqualified.

| Michael Marcus FCA FCCA (Senior Statutory Auditor)

| for and on behalf of TC Group

12. | RELATED PARTY DISCLOSURES

| The company has taken advantage of the exemption available under Section 33 of Financial Reporting Standard 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland, not to disclose transactions with wholly owned subsidiaries within the group. Accordingly, no related party transactions between the company and its wholly owned subsidiaries have been disclosed in these financial statements.

13. | POST BALANCE SHEET EVENTS

| On 1 January 2025, the trade of Insignia Sport International Limited was transferred to another group company, TGI Sport Ltd. Insignia Sport International Limited is a wholly owned subsidiary of TGI Sport Marketing (UK) Limited.

14. | ULTIMATE CONTROLLING PARTY

| The Company's ultimate parent and controlling party is TGI Sport Topco Pty, a company incorporated in New South Wales, Australia. The Company's immediate parent is TGI Sport Holdings Pty Limited, a company incorporated in the state of New South Wales, Australia.

| The Company is a wholly owned subsidiary of TGI Sport Holdings Pty Limited and is included in the consolidated financial statements of TGI Sport Midco 2 Pty Ltd, the smallest group to consolidate, and the consolidated financial statements of TGI Sport Topco Pty, the largest group to consolidate, which are publicly available and can be obtained from the company's principal and registered office: Level 7, 88 Philip Street, Sydney, NSW 2000, Australia.

15. | TRADE HIVE UP

| During the year, on 19 January 2024, trade of the company was hived up to fellow group company.