TGI Uk Holdings Limited - Limited company accounts 25.1

Page

Company Information

Strategic Report

Report of the Directors

Report of the Independent Auditors

Statement of Comprehensive Income

Statement of Financial Position

Statement of Changes in Equity

Notes to the Financial Statements

DIRECTORS:

D Trasler

J D Rushton

REGISTERED OFFICE:

5-6 Henrietta Street

London

WC2E 8PT

REGISTERED NUMBER:

14064943 (England and Wales)

AUDITORS:

TC Group

Statutory Auditor

First Floor

Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

The Directors presents the strategic report for the year ended 31 December 2024.

Principal activities and future developments

The principal activity of the Company is that of a holding and managed service company. The Company will continue to integrate the acquired Supponor group and monitor the outcome of the related contingent consideration arrangements.

Business review and analysis of financial key performance indicators (KPI)

The Company generated a profit of £8,029,710 (2023: £27,508,616) in the year and this is considered a satisfactory result, driven by dividends of £13,918,481 (2023: £30,588,429) received from subsidiaries in the year. However, interest owed to the Company's immediate parent and loans taken out to acquire a new investment have reduced the effect of those dividends. The Company ended the year with net assets of £21,954,349 (2023: £14,424,640).

The Board of Directors monitors the performance of the company and it's financial position using KPI's. These include:

1. Investments held: The Company increased the Investments it holds from £56.2m to £131m - an increase of 133%.

2. Income from services: The Company has become a managed service company and now generates an income from services provided to other Group companies. Turnover has grown from £0 to £16,330.

3. Return on Investments: The Company aims to increase the dividends it received from its investments. During the year, the return on its investments fell from 54.27% to 10.57% but the directors are actively seeking to improve the return in coming years.

In 2024, the Company acquired a 81.7% stake equity in the UK based Supponor Holdings Limited ("Supponor" and now TGI Sport Virtual Holdings Limited) for an upfront consideration plus a deferred consideration, the payment of which is dependent on the outcome of a legal decision.

The remaining 18.3% of the ordinary share capital is owned by other Group companies, meaning the Group, to which the Company belongs to, as a whole now controls 100% of the equity capital of Supponor.

During the year, the Company became party to a syndicated loan arranged by the Group. The amount borrowed was £40m which was used to fund the Supponor acquisition.

Also during the year, the Company exercised its put option to acquire a further 20% of its investment in TGI Sport Rights Limited (previously InterRegional Sports Group Limited). The cost of of exercising this option was £28.3m and the purchase increases the Company's ownership of the subsidiary from 55% to 75%. A further option remains to acquire the remaining 25% of the company and the cost of this was estimated to be £26.1m at 31 December 2024.

Principal risks and uncertainties

The principal risks specific to the Company are:

Liquidity risk: This arising from significant borrowings, reliance on group funding, and risks associated with contingent consideration arrangements.

Interest rates: A significant increase in interest rates may result in increased purchase costs and impact on the Company's borrowings.

In addition, the Company may suffer investment risk to its acquisitions as LED technology evolves.

ON BEHALF OF THE BOARD:

D Trasler - Director

30 April 2026

The Directors presents the Annual Report together with the audited Financial Statements for TGI UK Holdings Limited (the "Company"), for the year ended 31 December 2024.

Principal activities, business review and future developments

The strategic report on page 2 includes details of the Company's principal activities, financial performance and position, and future developments.

Directors' indemnities

The Company has made qualifying third-party indemnity provisions for the benefit of its Directors which remain in force at the date of this report.

Political and charitable contributions

The Company made no charitable or political contributions during the year.

Financial risk management

The Company's operations expose it to financial risks including liquidity risk. The Company has a risk management programme in place to limit the adverse effects on financial performance by monitoring these risks. The effect of changes in prices, credit and cash flow risk are not considered material to the Company.

Liquidity risk: The liquidity risk of the Company is managed centrally by the TGI group treasury function. The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they fall due. To achieve this aim, it forecasts cash balances (or agreed facilities) to meet expected requirements for foreseeable income and expenditure, typically for a Period of up to 12 months. The Group currently holds cash balances to provide funding for normal trading activity and is managed centrally. The Board receives rolling 12-month cash flow projections on a monthly basis as well as information regarding cash balances. At the end of the financial year, these projections indicated that the Group expects to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.

Interest rate risk: The Company is exposed to interest rate risk on its variable rate borrowings.

Fair value: The carrying values of financial assets and liabilities approximate their fair value due to their short-term nature, except for the syndicated loan which bears market-based interest.

DIVIDENDS

During the year, the Company paid dividends of £500,000 (2023: £0). The directors do not recommend payment of a final dividend.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

P D Roberts - appointed 7 June 2024 - resigned 7 June 2024

D Trasler - appointed 5 August 2024

J D Rushton was appointed as a director after 31 December 2024 but prior to the date of this report.

I R W Buckley ceased to be a director after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 company and of the profit or loss of the company 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;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, TC Group, will be proposed for re-appointment at the forthcoming General Meeting.

ON BEHALF OF THE BOARD:

D Trasler - Director

30 April 2026

Opinion

We have audited the financial statements of TGI UK Holdings Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of 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 company's affairs as at 31 December 2024 and of its profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

-	the 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to 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; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

- We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;

- We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;

- We considered the nature of the industry, the control environment and business performance, including the key drivers for management's remuneration;

- We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;

- We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone 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.

Michael Marcus FCA FCCA (Senior Statutory Auditor)

for and on behalf of TC Group

Statutory Auditor

First Floor

Spitalfields House

Stirling Way

Borehamwood

Hertfordshire

WD6 2FX

30 April 2026

TURNOVER

16,330

Administrative expenses

(3,189,409

)

(2,826,194

)

OPERATING LOSS

(3,173,079

)

(2,826,194

)

Income from shares in group undertakings

13,918,481

30,588,429

Interest receivable and similar income

221,972

10,967,374

27,762,235

Interest payable and similar expenses

(2,937,664

)

(253,619

)

PROFIT BEFORE TAXATION

8,029,710

27,508,616

Tax on profit

PROFIT FOR THE FINANCIAL YEAR

8,029,710

27,508,616

OTHER COMPREHENSIVE INCOME

TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

8,029,710

27,508,616

FIXED ASSETS

Investments

131,040,329

56,166,130

CURRENT ASSETS

Debtors

4,118,862

8,932,043

Cash at bank

2,925,540

7,044,402

8,932,043

CREDITORS

Amounts falling due within one year

(49,788,665

)

(24,540,473

)

NET CURRENT LIABILITIES

(42,744,263

)

(15,608,430

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

88,296,066

40,557,700

CREDITORS

Amounts falling due after more than one

year

(66,341,717

)

(26,133,060

)

NET ASSETS

21,954,349

14,424,640

CAPITAL AND RESERVES

Called up share capital

101

Share premium

32,306,517

Other reserves

(49,868,904

)

(49,868,904

)

Retained earnings

39,516,635

31,986,926

SHAREHOLDERS' FUNDS

21,954,349

14,424,640

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

D Trasler - Director

Called up

Retained

Other

Total

capital

earnings

premium

reserves

equity

Balance at 1 January 2023

101

4,478,310

32,306,517

(32,542,000

)

4,242,928

Changes in equity

Total comprehensive income

27,508,616

(17,326,904

)

10,181,712

Balance at 31 December 2023

101

31,986,926

32,306,517

(49,868,904

)

14,424,640

Changes in equity

Dividends

(500,000

)

(500,000

)

Total comprehensive income

8,029,710

Balance at 31 December 2024

101

39,516,636

32,306,517

(49,868,904

)

21,954,350

1.	STATUTORY INFORMATION

TGI UK Holdings 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 (£).

Monetary amounts in these financial statements are rounded to the nearest £.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention except for its put option financial instruments which are measured at fair value.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

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

Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

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

The financial statements of the Company are consolidated in the financial statements of TGI Sport Topco Pty. Its consolidated financial statements are available from its registered office: Level 7, 88 Philip Street, Sydney, NSW 2000, Australia.

Preparation of consolidated financial statements

The nature of the Company's operations and its principal activities are set out in the Directors' Report The Company Financial Statements present information about the Company as a separate entity and not about its Group. 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.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements in accordance with FRS 102 requires the Directors to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are considered reasonable under the circumstances. Actual results may differ from these estimates.

Key sources of estimation uncertainty

The key assumptions concerning the future and other major sources of estimation uncertainty at the reporting date, which have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are as follows:

Valuation and impairment of investments in subsidiaries

Investments in subsidiaries are carried at cost less impairment. The assessment of impairment requires judgement in determining whether indicators of impairment exist and, where such indicators are identified, estimating the recoverable amount of the investment. This involves estimating future cash flows expected to be generated by the underlying businesses and selecting appropriate discount rates where relevant. Given the significance of the carrying value of the Company's investments, small changes in assumptions could have a material impact on the financial statements.

Deferred and contingent consideration

The Company recognises deferred contingent consideration in respect of acquisitions where payment is considered highly probable. Significant judgement is required in assessing: whether contingent payments are probable; and the expected amount payable, particularly where outcomes depend on uncertain future events such as legal disputes.The contingent consideration relating to the acquisition of Supponor (now TGI Sport Virtual Holdings Limited) is dependent on the outcome of ongoing legal matters, and therefore remains subject to estimation uncertainty.

Valuation of put and call option liabilities

The Company has recognised liabilities in respect of put and call options over non-controlling interests. These are measured based on expected future exercise prices and discounted where appropriate. Judgement is required in determining: (i) the likelihood and timing of option exercise; (ii) the estimated future purchase price; and (iii) the appropriate discount rate applied. The resulting liabilities are material to the financial statements and sensitive to changes in assumptions.

Recoverability of intercompany balances

Amounts owed by group undertakings are unsecured and repayable on demand. The Directors assess recoverability based on the financial position and expected future cash flows of the relevant group entities. This assessment requires judgement, particularly where entities are reliant on future trading performance or group support.

Going concern

The Company's financial statements have been prepared on a going concern basis. The Directors have assessed the Company's ability to continue as a going concern for a period of not less than 12 months from the date of approval of these financial statements.

At 31 December 2024, the Company had net current liabilities of £42,744,263 principally comprising Amounts owed to group undertakings of £37,521,249 which are classified as current. The Company has no direct trading cash flows and is dependent on dividends from its subsidiaries and on the financial support of its parent company. The Directors have received a formal letter of financial support from TGI Sport Topco Pty Limited ('the Parent'), confirming that the Parent will ensure the Company has sufficient resources to meet its liabilities as they fall due for at least 12 months from the date of signing of these financial statements. The Parent has confirmed it has both the intention and the financial capacity to provide such support. In addition, the Directors have reviewed cash flow projections for the 12-month period, including expected dividend flows from its subsidiaries and have also received formal letters from its fellow group entities confirming their decision to not demand repayment of the intercompany loans due to them by the Company until the Company is the position to repay them.

On the above basis, the Directors are satisfied that the Company will be able to meet its obligations as they fall due and consider it appropriate to prepare the financial statements on a going concern basis.

Turnover

Turnover represents management fees earned during the year. Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Dividend income

Dividend income from investments in subsidiary and associated undertakings is recognised in the Statement of Comprehensive Income when the Company's right to receive payment has been established. This is typically the date on which the dividend is declared by the investee company. Dividend income is presented within 'Income from shares in group undertakings' in the Statement of Comprehensive Income.

Investments in subsidiaries

The Company's investment in its subsidiaries and associates are carried at cost less provision for any impairment. The carrying value is tested for impairment when there is an indication that the value of the investment might be impaired.

The Company recognises subsidiaries as such where the Company is considered to have control, both directly and indirectly through subsidiaries holding more than half the voting power of an entity. Associates are recognised where the Company is considered to hold significant influence, either directly or indirectly.

Amounts owed by group undertakings

Amounts owed by group undertakings are amounts owed by other group companies and are initially recognised at the transaction price, and then carried at amortised cost. A provision for trade debtors is established when there is objective evidence that the group or company will not be able to collect all amounts due according to the original terms of the receivable.

Amounts owed to group undertakings

Amounts owed to group undertakings are amounts owed to other group companies and are initially recognised at the transaction price, and then carried at the undiscounted amount of cash or consideration expected to be paid.

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.

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

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

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 and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

Put and call options

As a result of the acquisition of InterRegional Sports Group Ltd, the Sellers hold call options and the Company holds put call options. The classification of a financial instrument is determined at initial recognition. Re-assessment is only required subsequently when there has been a modification of contractual terms that is relevant to an assessment of the classification.

The put option liability recognised relates to Company's option to acquire further equity in Interregional Sports Group. It was initially recognised at fair value on the date a derivative contract was entered into and is subsequently remeasured to its fair value at each reporting date.

Deferred contingent consideration

Deferred contingent consideration represents the potential value payable to the seller at a future date for the acquisition of subsidiary undertakings, where it is considered the amounts payable are highly probable to be realised. Contingent consideration is originally recognised in the period the acquisition is enacted, and subsequently reassessed in future periods to determine whether the amounts payable are still highly probable to be settled. Where amount are not settled, or required contingent terms are not expected to be met by the counterparty, the consideration is released as a credit to the income statement.

Share capital

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's ordinary shares are classified as equity instruments.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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.

TURNOVER

Turnover represents management fees earned during the year within the United Kingdom.

4.	EMPLOYEES AND DIRECTORS

There were no employees, other than the directors, during the year.

The directors did not receive payment for their qualifying services during the year ended 31 December 2024, instead receiving renumeration for their services through from another group company.

The Company received charges, and recharged on, costs amounting to £195,847 (2023: £0) for the services of its directors.

31.12.24

31.12.23

Directors' remuneration

5.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

31.12.24

31.12.23

Auditors' remuneration

17,300

4,000

Foreign exchange differences

(1,859,308

)

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

Bank interest

2,037,536

Interest payable to group undertakings

900,128

253,619

2,937,664

253,619

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24

31.12.23

Profit before tax

8,029,710

27,508,616

Profit multiplied by the standard rate of corporation tax in the UK of 25%

(2023 - 25%)

2,007,428

6,877,154

Effects of:

Expenses not deductible for tax purposes

769,768

769,953

Income not taxable for tax purposes

(3,535,113

)

(7,647,107

)

Unutilised tax losses

757,917

Total tax charge

The Company has accumulated tax losses of £3,035,669 which are available for offset against future taxable profits. A deferred tax asset has not been recognised in respect of these losses due to the uncertainty regarding the timing of future taxable profits.

DIVIDENDS

31.12.24

31.12.23

Ordinary shares of 1 each

Interim

500,000

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

COST

At 1 January 2024

56,166,130

Additions

74,874,199

At 31 December 2024

131,040,329

NET BOOK VALUE

At 31 December 2024

131,040,329

At 31 December 2023

56,166,130

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

TGI Sport Rights Limited (formerly InterRegional Sports Group Ltd)

Registered office: 34 Anyards Road, Cobham, England, KT11 2LA

Nature of business: Trading

Class of shares:

holding

Ordinary

75.00

ISG Productions Ltd

Registered office: The Technocentre Coventry University Technology Park, Puma Way, Coventry, West Midlands, CV1 2TT

Nature of business: Trading

Class of shares:

holding

Ordinary

75.00

ISG Europa Srl (Italy)

Registered office: Via Roberto Lepetit, 8/10 20124 Milano, Italy

Nature of business: Trading

Class of shares:

holding

Ordinary

75.00

TGI Sport Connect Ltd (formerly ISG Connect Ltd)

Registered office: 34 Anyards Road, Cobham KT11 2LA

Nature of business: Trading

Class of shares:

holding

Ordinary

38.25

ISC EGraphics Sro

Registered office: Narodini 416/37 Stare Mesto 110 00 Prague

Nature of business: Trading

Class of shares:

holding

Ordinary

22.50

TGI Sport Virtual Holding Limited( formerly Supponor Holding Limited)

Registered office: 415 26-28 Hammersmith Grove, London W6 7BA, United Kingdom

Nature of business: Trading

Class of shares:

holding

Ordinary

81.59

TGI Sport Virtual Limited (formerly Supponor Limited)

Registered office: 415 26-28 Hammersmith Grove, London W6 7BA, United Kingdom

Nature of business: Trading

Class of shares:

holding

Ordinary

81.59

TGI Sport Virtual Technologies Ltd formerly Supponor Technologies Ltd)

Registered office: 415 26-28 Hammersmith Grove, London W6 7BA, United Kingdom

Nature of business: Trading

Class of shares:

holding

Ordinary

81.59

TGI Sport Suomi Oy (formerly Supponor Oy)

Registered office: Tekniikantie 12, Espoo 02150. Finland

Nature of business: Trading

Class of shares:

holding

Ordinary

81.59

TGI Sport Italia S.r.l. (formerly Supponor Italia S.r.l.)

Registered office: Via Castoglioni, 1 Busto Arsizio, VA 21052, Italy

Nature of business: Trading

Class of shares:

holding

Ordinary

81.59

TGI Sport Virtual USA Inc. (formerly Supponor US Inc.)

Registered office: 1209 Orange Street, Wilmington, New Castle, Delaware 19801, USA

Nature of business: Trading

Class of shares:

holding

Ordinary

81.59

TGI Sport Virtual UK Limited (formerly Supponor UK Ltd)

Registered office: 415 26-28 Hammersmith Grove, London W6 7BA, United Kingdom

Nature of business: Trading

Class of shares:

holding

Ordinary

81.59

TGI Sport Marketing Espana SL (formerly Supponor Espana SL)

Registered office: Rambla de Catalunya 25, Principlal, 08007, Barcelona, Spain

Nature of business: Trading

Class of shares:

holding

Ordinary

81.59

TGI Sport Canada Limited (formerly Supponor Canada Limited)

Registered office: 130 Merton Street, Suite 101 Toronto ON, M4S 3G9 Canada

Nature of business: Trading

Class of shares:

holding

Ordinary

81.59

TGI Sport France SASU (formerly Supponor SASU)

Registered office: Spaces Les Templiers, 950 Route Des Colles, CS 3050 Biot 06905 Sophia Antipolis, France

Nature of business: Trading

Class of shares:

holding

Ordinary

81.59

Supponor Services Inc.

Registered office: 1209 Orange Street, Wilmington, Newe Castle,Delaware 19801 USA

Nature of business: Trading

Class of shares:

holding

Ordinary

81.59

Associated companies

TGI Sport Connect Ltd (formally ISG Connect Ltd)

Registered office: 34 Anyards Road, Cobham KT11 2LA

Nature of business: Trading

Class of shares:

holding

Ordinary

38.00

ISG eGraphics Sro

Registered office: Narodini 416/37 Stare Mesto 110 00 Prague

Nature of business: Trading

Class of shares:

holding

Ordinary

23.00

During the year the Company acquired a 81.7% share in TGI Sport Virtual Holdings Limited (previously Supponor Holdings Limited) for an upfront consideration of £62,681,527 and deferred consideration of £12,726,301 (at the balance sheet date £12.2m of this balance remained unspent). The deferred consideration payment is dependent upon the outcome of a legal dispute which the Company is defending (details of which are given under the Contingent Liability note).

10.

DEBTORS

31.12.24

31.12.23

Amounts falling due within one year:

Amounts owed by group undertakings

3,378,146

8,863,556

Other debtors

25,498

68,487

VAT

528,673

3,932,317

8,932,043

31.12.24

31.12.23

Amounts falling due after more than one year:

Prepayments and accrued income

186,545

Aggregate amounts

4,118,862

8,932,043

At the year end, all amounts owed by group undertakings are unsecured, non-interest bearing and repayable on demand. At the date of approval of these financial statements, no such notice had been served. The carrying value of these loans approximates their fair value and no impairment charge has been recognised in the year.

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

Trade creditors

66,726

Amounts owed to group undertakings

37,521,249

804,629

Other creditors

498

Deferred and Contingent

Consideration

12,187,692

ISG Options - Current

23,735,844

Accrued expenses

12,500

49,788,665

24,540,473

At the year end, all amounts to group undertakings are unsecured and repayable on demand. At the date of approval of these financial statements, no such notice had been served. Amounts due to the Company's immediate parent, which amounted to £26,913,483 (2023: £0) are interest bearing. The carrying value of these loans approximates to their fair values.

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE

YEAR

31.12.24

31.12.23

Other loans (see note 13)

40,214,146

ISG Options - Non Current

26,127,571

26,133,060

66,341,717

26,133,060

During the year the Company entered into an arrangement for a tranche of an existing Group syndicated loan arrangement. The allocated tranche of the syndicated loan was £40m and bears interest at 6% above the syndicated cost of funds. The all in all cost of funds during the period was approximately 11.8%. The tranche was repayable, in a bullet repayment, on 30 April 2026 but has been rolled over for a further 2 years to 30 April 2028.

The Company has the ability to exercise options in relation to the purchase of the remaining 25% of TGI Sport Rights Ltd (formerly InterRegional Sports Group Ltd) which has ben included as put option liabilities on the balance sheet. These liabilities are not due to crystalise until after 30 June 2026 and have been discounted in accordance with the financial instrument accounting policy. The main variables used to price the put option are average EBITDA, EBITDA multiple and a time discount factor. This discount will unwind in future years.

13.

LOANS

An analysis of the maturity of loans is given below:

31.12.24

31.12.23

Amounts falling due between one and two years:

Other loans - 1-2 years

40,214,146

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

101

Ordinary

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.

Share premium account

At both 31 December 2024 and 31 December 2023 the Company's share premium account was £32,306,517. The share premium account represent the premium on the shares issued during prior periods for greater than par value.

Other reserves

2024

2023

Settled put option reserve

23,734,844

Put option reserve

26,133,060

49,868,904

The Settled put option reserve represents the cost of exercising options to acquire shares under the put/call option arrangement.

The Put option reserve includes the potential cost of shares for the put/call options held, where control has not yet passed to the Company.

15.	CONTINGENT LIABILITIES

One of the Company's investments is involved in ongoing legal proceedings regarding an alleged patent infringement. The proceedings are ongoing in three separate jurisdictions (Germany, the UK and the United Patent Court covering France, Germany, Italy & Spain). At the time of finalising these financial statements none of the cases had been settled.

At time of the acquisition of the subsidiary, the full extent of the legal proceedings were known and appropriate legal advice sought. As a consequence, a retention in the amount of the consideration paid was made to cover any potential settlements and legals fees incurred in arriving at those settlements. The amount of the initial retention was set at €15m (£12.7m) and at the balance sheet date £12.2m of that balance remained unspent.

Whilst the outcome of the various cases remains uncertain the directors remain confident that the retained funds are more than sufficient to meet any settlements and costs.

16.	OTHER FINANCIAL COMMITMENTS - GUARANTEES

The Company has provided the following guarantees at 31 December 2024:

A fixed charge in relation to its assets and investments in favour of Global Loan Agency Services Nominees Pty Ltd.

17.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

1) TGI Sport Rights Limited (formally InterRegional Sports Group Ltd)

During the year the company received dividends from TGI Sport Rights Limited of £13,918,481 (2023: £30,588,429).

During the year the company received advances from TGI Sport Rights Limited of £18,997,708 (2023: £11,885,773).

During the year the company paid interest to TGI Sport Rights Limited of £258,889 (2023: £253,619).

The balance due to TGI Sport Rights Limited at the balance sheet date was £10,260,240 (2023: £0).

During the year the company acquired 20% of the share capital of TGI Sport Rights Limited by means of exercising a put option.

The cost of exercising this option was £28,281,813.

2) TGI Sport Virtual Holdings Limited (formally Supponor Holdings Limited)

During the year the company made loans to TGI Sport Virtual Holdings Limited of £3,372,207 (2023: £0). These loans were repaid during the year.

The company received interest from TGI Sport Virtual Holdings Limited of £208,218 (2023: £0) during the year.

The balance due to TGI Sport Virtual Holdings Limited at the balance sheet date was £247,633 (2023: £Nil).

18.	POST BALANCE SHEET EVENTS

The directors have assessed events after the reporting date up to the date of approval of the financial statements and have concluded that there are no adjusting or significant non-adjusting events requiring disclosure.

19.	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.